Common use of Restriction on Transfer of Warrants Clause in Contracts

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws.

Restriction on Transfer of Warrants. (a) The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that in reliance on the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year exemption from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registration under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”"). If , provided by Section (please check appropriate Section): [_] 4(2) of the Company conducts any registered offeringSecurities Act, based on the representations of the Holder that it is not engaged in a distribution of the Warrant or any Shares shall notIssuer's securities, without the prior written consent as such concept is defined for purposes of the Company and the managing underwriter, if any, in such offering: (iSecurities Act; [_] 4(6) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any Securities Act, based on the representations of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose Holder that it qualifies as an "accredited investor" as such term is defined in Section 501 of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with Regulation D promulgated by the United Stated States Securities and Exchange Commission (the “"Commission”") with respect under authority of the Securities Act and the Exchange Act. -------------------------------------------------------------------------------- (b) Because the Warrants have not been registered under the Securities Act, they may not be sold, transferred, hypothecated or exchanged, except after registration under the Securities Act or pursuant to an exemption from such offering. In connection with registration requirements, demonstrated to the transfer or exercise satisfaction of Warrantsthe Issuer's legal counsel, the Transferee and Holder agree to execute any documents which may be reasonably required by based on a legal opinion from legal counsel to the Company Holder and such other matters as the Issuer's legal counsel may reasonably request. (c) Because the shares of common stock underlying the Warrants have not been registered under the Securities Act, upon issuance they may not be sold, transferred, hypothecated or exchanged, except after registration under the Securities Act or pursuant to comply with an exemption from such registration requirements, demonstrated to the provisions satisfaction of the Act Issuer's legal counsel, based on a legal opinion from legal counsel to the Holder and applicable state securities lawssuch other matters as the Issuer's legal counsel may reasonably request; certificates for such shares shall be legended to reflect such facts; and the Issuer's transfer agent shall note such fact on the Issuer's transfer records and shall take steps reasonably necessary to promote compliance therewith.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently for a period of one (1) year from the date hereof), except to officers of the Representative’s Designees , subject to compliance with applicable federal and state securities laws and Interpretations of the Board of Governors of the National Associates of Securities Dealers, Inc.. (each of which is hereinafter referred to as a “Transferee”)a) During the Expiration Period, this Warrant shall be freely transferable, in which case such Transferee shall be entitled to receive a replacement Warrant Certificate whole or in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C part, subject to the Warrant Certificate attached hereto other terms and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants conditions hereof and agrees that this Warrant to compliance with applicable federal and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part state securities laws. (b) Any transfer of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of permitted by this Warrant or any Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares Section 5 shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offeringbe effected by: (i) sell, transfer surrender of this Warrant for cancellation (with the annexed Form of Assignment duly executed) at the office or otherwise dispose of, or agree to sell, transfer or otherwise dispose agency of the Warrant or any of the SharesCompany referred to in Section 3; (ii) selldelivery of a certificate (signed, if the Holder is a corporation or partnership, by an authorized officer or partner thereof), stating that each transferee designated in the assignment form is a permitted transferee under this Section 5; and (iii) delivery of an option of counsel stating that the proposed transfer may be made without registration or otherwise dispose ofqualification under applicable Federal and state securities laws. This Warrant shall be deemed to have been transferred, in whole or agree in part to sellthe extent specified, transfer immediately prior to the close of business on the date provisions of this Section 5(b) are satisfied, and the transferee(s) designated in the assignment form shall become the holder(s) of record at that time and date. The Company shall issue, in the name(s) of the designated transferee(s) (including the Holder if this Warrant has been transferred in part) a new Warrant or otherwise dispose Warrants of any right like tenor and representing, in the aggregate, rights to purchase the same number of shares of Common Stock (or such other securities) as are then purchasable under this Warrant. Such new Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect Warrants shall be delivered to the Warrant or any of record holder(s) thereof within a reasonable time, not exceeding five business days, after the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of rights represented by this Warrant or Shares exceed one hundred eighty shall have been so transferred. As used herein (180) days after effectiveness of unless the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrantscontext otherwise requires), the Transferee term "Holder" shall include each such transferee, and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities lawsterm "Warrant shall include each such transferred Warrant.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that (a) the Warrants represented by such Warrant Certificate and the shares of Common Stock issuable upon exercise of such Warrants (the "Warrant Securities") are being acquired as an investment and not with a view to to, nor for sale in connection with, the distribution thereof, and that ; nor with any present intention of distributing or selling the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof)same, except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall may be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to permitted under applicable securities laws. The Warrants and the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will have not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except been registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”"). If , or any state securities law and any transfer of the Warrants and the Warrant Shares may only be made upon such registration or pursuant to an exemption from registration thereunder and, if required by the Company conducts in connection with any registered offeringtransfer pursuant to such an exemption from registration, conditioned upon receipt by the Holder Company of an opinion of counsel, reasonably satisfactory to counsel to the issuer, that such an exemption is available for such transfer. Upon exercise, in part or in whole, of the Warrant or any Shares shall notWarrants, without certificates representing the prior written consent Common Stock issuable upon exercise of the Company Warrants (and/or other securities, property or rights issuable upon exercise of Warrants) shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the managing underwriter, if any, in such offering: may not be offered or sold except pursuant to (i) sell, transfer an effective registration statement under the Securities Act or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sellan exemption from registration under the Securities Act, transfer or otherwise dispose ofof an opinion of counsel, or agree reasonably satisfactory to sellcounsel to the issuer, transfer or otherwise dispose is delivered that such an exemption is available for such transfer. Any assignment shall be effected by a duly executed assignment in the form of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect Annex B to the Warrant or any of the Shares. Such restrictions Certificate and shall be effective for a period of time equal subject to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act this Section 5 and applicable state securities lawsSection 9 hereof.

Restriction on Transfer of Warrants. (a) The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant except upon compliance with applicable state and federal securities laws. (b) Holder has had an opportunity to NASD Corporate Financing Rule 2710 (currently a period receive and review all documents and information that it considers material to Holder’s acquisition of one (1) year the Warrants and to ask questions of and receive satisfactory answers from the date hereof)Company, except to Representativeor a person or persons acting on the Company’s Designees (each behalf, concerning the Company and the terms and conditions of which is hereinafter referred to as a “Transferee”)the purchase of the Warrants, in which case and all such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C questions have been answered to the Warrant Certificate attached hereto full satisfaction of Holder. (c) Holder is a sophisticated investor with such knowledge and made a part hereof. The experience in financial and business matters and investments in restricted securities that Holder is capable of a Warrant Certificate, by its acceptance thereof, further covenants evaluating the merits and agrees that this Warrant and risks of acquiring the Shares which may be issued upon exercise hereof are being acquired for investment, that the Warrants. (d) Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except is an “accredited investor” as defined in Regulation D under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). If . (e) Holder acknowledges that except as expressly stated in Article 9 of this Agreement, neither the Company conducts nor any registered offeringofficer, the Holder of the Warrant director, employee, agent or any Shares shall not, without the prior written consent representative of the Company and the managing underwriterhave made any representations or warranties of any kind to Holder including representations regarding future revenues, if any, in such offering: (i) sell, transfer earnings or otherwise dispose of, or agree to sell, transfer or otherwise dispose profits of the Warrant or any Company, the future value of the Warrants or Shares; (ii) sell, transfer the future capitalization of the Company, the occurrence or otherwise dispose of, or agree to sell, transfer or otherwise dispose timing of any right public offering by the Company, the amount of future business that may be transacted by the Company or otherwise. Holder further understands that the Company’s success in achieving its goals and objectives in the future and implementing its business plan cannot be predicted and is subject to purchase numerous factors not within the Warrant or any control of the Shares; Company. Holder is not acquiring the Warrants based upon representations, oral or (iii) sell or grantwritten, or agree to sell or grant, options, rights or warrants by any person with respect to the Warrant future value of, or any income from, the Warrants or Shares, or the length of time that Holder will be required to remain as the owner of the Shares. Such restrictions shall be effective for a period of time equal Warrants or Shares but rather upon an independent examination and judgment as to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness prospects of the Company’s registration statement filed . (f) Holder understands that neither the Warrants nor the Shares have been registered under the Securities Act, or any other applicable state or federal securities statutes (together with the United Stated Securities and Exchange Commission (Act, the “CommissionActs”). Holder understands that the Warrants are subject to restrictions on transfer and that Holder may bear the economic risk of acquiring the Warrants for an indefinite period of time. (g) with respect The address and federal tax number set forth herein are Holder’s true and correct residence or principal place of business and federal tax number. Holder has no present intention of moving Holder’s residence or principal place of business to such offering. In connection with any other state or jurisdiction. (h) Holder acknowledges that the transfer Warrants were not offered to Holder by means of general solicitation, publicly disseminated advertisements or exercise sales literature. (i) Holder understands that the Warrants are being offered and sold to it in reliance on specific provisions of Warrants, the Transferee federal and Holder agree to execute any documents which may be reasonably required by counsel to state securities laws and that the Company to comply with is relying upon the provisions truth and accuracy of the Act representations, warranties, agreements, acknowledgements and applicable state securities lawsunderstandings of Holder set forth herein.

Restriction on Transfer of Warrants. (a) The Holder of a ----------------------------------- Warrant Certificate, by its acceptance thereof, represents, warrants, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and ; that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently for a period of one (1) year from the date hereof), except to officers of the Representative’s Designees , subject to compliance with applicable Federal and state securities laws and Interpretations of the Board of Governors of the National Associates of Securities Dealers, Inc. (each of which is hereinafter referred to as a “Transferee”)b) Between one year from the date hereof and the Expiration Date inclusive, this Warrant shall be freely transferable, in which case such Transferee shall be entitled to receive a replacement Warrant Certificate whole or in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C part, subject to the Warrant Certificate attached hereto other terms and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants conditions hereof and agrees that this Warrant to compliance with applicable federal and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part state securities laws. (c) Any transfer of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of permitted by this Warrant or any Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares Section 5 shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offeringbe effected by: (i) sell, transfer surrender of this Warrant for cancellation (with the annexed Form of Assignment duly executed) at the office or otherwise dispose of, or agree to sell, transfer or otherwise dispose agency of the Warrant or any of the SharesCompany referred to in Section 3; (ii) selldelivery of a certificate (signed, if the Holder is a corporation or partnership, by an authorized officer or partner thereof), stating that each transferee designated in the assignment form is a permitted transferee under this Section 5; and (iii) delivery of an opinion of counsel stating that the proposed transfer may be made without registration or otherwise dispose ofqualification under applicable Federal or state securities laws. This Warrant shall be deemed to have been transferred, in whole or agree in part to sellthe extent specified, transfer immediately prior to the close of business on the date provisions of this Section 5(c) are satisfied, and the transferee(s) designated in the assignment form shall become the holder(s) of record at that time and date. The Company shall issue, in the name(s) of the designated transferee(s) (including the Holder if this Warrant has been transferred in part) a new Warrant or otherwise dispose Warrants of any right like tenor and representing, in the aggregate, rights to purchase the same number of shares of Convertible Preferred and Common Stock (or such other securities) as are then purchasable under this Warrant. Such new Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect Warrants shall be delivered to the Warrant or any of record holder(s) thereof within a reasonable time, not exceeding ten business days, after the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of rights represented by this Warrant or Shares exceed one hundred eighty shall have been so transferred. As used herein (180) days after effectiveness of unless the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrantscontext otherwise requires), the Transferee term "Holder" shall include each such transferee, and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities lawsterm "Warrant" shall include each such transferred Warrant.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificatehereof, by its the Holder's acceptance thereofhereof, covenants hereby represents and warrants to, and agrees with, the Company that the Warrants are Holder has been informed that neither this Warrant, nor the shares purchasable pursuant to this Warrant, have been registered for sale under any federal, state or foreign securities laws and that this Warrant is being acquired as an investment offered and not with a view sold to the distribution thereofHolder and, upon the exercise of this Warrant, the shares of Common Stock purchasable pursuant to this Warrant will be sold to the Holder, pursuant to Regulation S under the Securities Act; this Warrant and that the Warrants Warrant Shares may not be soldtransferred or resold in the United States, transferredor to a U.S. Person, assigned, hypothecated or otherwise disposed of, to or for the account or benefit of a U.S. Person (as such terms are defined in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently 902 of Regulation S under the Securities Act) for a period of one (1) year from expiring on the first anniversary of the date hereofhereof (the "Restricted Period"), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except unless registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws or unless the Holder provides an opinion to the Company from counsel acceptable to the Company stating that an exemption from registration is available at the time of such transfer; hedging transactions involving this Warrant or the Warrant Shares may not be conducted unless in compliance with the Securities Act; during the Restricted Period, without registration, transfers and resales of this Warrant and the Warrant Shares to non-U.S. Persons may be made outside the United States only in compliance with Rule 903 or Rule 904 of Regulation S; and that prior to the exercise of this Warrant, Holder shall provide to the Company in writing such information as the Company may reasonably request to establish that the exercise of this Warrant by Holder is exempt from registration under such securities laws. If a transfer of this Warrant is permitted pursuant to the preceding paragraph of this Section 5, the Holder and any transferee shall execute and deliver to the Company, a completed Assignment in the form attached hereto as Exhibit A. Upon the Company's satisfaction that the requirements necessary for transfer of this Warrant have been satisfied, receipt of the completed and duly executed assignment, and surrender of this Warrant, the Company shall, as promptly as practicable, deliver to the transferee a new Warrant of like tenor and date for that portion of the Warrant Shares as to which this Warrant is being transferred and shall deliver to the Holder a new Warrant of like tenor and date as to the remaining portion of the Warrant Shares, if any.

Restriction on Transfer of Warrants. The Holder of a the Warrant Certificate, by its acceptance thereof, covenants and agrees agrees: (i) that the Warrants and the shares of Common Stock issuable on exercise of the Warrants (the "Shares") are being acquired as an investment and not with a view to the distribution thereof, and ; (ii) that it understands that neither the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and nor the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except have been registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”"). If the Company conducts , in reliance on an exemption therefrom for transactions not involving any registered public offering, and that neither the Holder of Warrants nor the Warrant Shares have been approved or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with disapproved by the United Stated States Securities and Exchange Commission (the “"Commission”") with respect to such offering. In connection with or by any other Federal or state agency; (iii) it understands that neither the transfer Warrants nor the Shares can be sold, transferred or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required assigned unless registered by counsel HemaSure pursuant to the Company to comply with the provisions of the Securities Act and any applicable state securities laws, or unless an exemption therefrom is available, and, accordingly, it may not be possible for the undersigned to liquidate its investment in the Warrants and the Shares, and it agrees not to sell, assign or otherwise transfer or dispose of the Warrants or the Shares unless such Warrants or Shares, as applicable, have been so registered or an exemption from registration is available; (iv) the Holder hereby acknowledges that all documents, records and books pertaining to HemaSure's business have been made available to the Holder and the Holder's attorney and/or accountant and/or representative. The Holder has had an opportunity to ask questions and receive answers from HemaSure concerning the business and assets of HemaSure and all such questions have been answered to the full satisfaction of the Holder; and (v) it is an accredited investor, as that term is defined in Regulation D under the Securities Act.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that neither the Warrants nor the shares of Series A Preferred Stock issuable upon exercise hereof may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 unless and until: (currently a) There is then in effect a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registration statement under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”"SECURITIES ACT"). If , covering such proposed disposition and such disposition is made in accordance with such registration statement; or (i) The Holder shall have notified the Company conducts any registered offeringof the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (ii) if required by the Company, the Holder of the Warrant or any Shares shall not, without the prior written consent of have furnished the Company and the managing underwriterwith an opinion of counsel, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect reasonably satisfactory to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall such disposition will not require registration of such shares under the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty Securities Act. (180c) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with Notwithstanding the provisions of subsections (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder to an affiliate or by a Holder that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Act date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the original Holder of the transferred Warrant Certificate. The foregoing provisions of this subsection (c) shall apply to Holders which are limited liability companies and applicable state securities lawstheir members, as if the term "partner" was replaced by the term "member" and the term "partnership" was replaced with the term "limited liability company" in each instance.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificatehereof, by its the Holder's acceptance thereofhereof, covenants hereby represents and warrants to, and agrees with, the Company that (a) the Warrants are Holder has been informed that neither this Warrant nor the Warrant Shares have been registered for sale under any federal or state securities laws and that this Warrant is being acquired offered and sold to the Holder and, upon the exercise of this Warrant, the Warrant Shares will be sold to the Holder, pursuant to an exemption from registration under the Securities Act, or pursuant to a registration statement filed by the Company pursuant to registration rights granted in connection with the issuance of this Warrant; (b) the Holder is an "accredited investor" (as an defined in Rule 501(a) of Regulation D under the Securities Act) and is acquiring this Warrant and, if the exercise of this Warrant is not registered under the Securities Act and applicable state securities laws, will acquire the Warrant Shares for the Holder's own account for investment only and not with a view to distribution; (c) this Warrant and the distribution thereof, and that the Warrants Warrant Shares may not be transferred or sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 unless such transfer or sale is registered under the Securities Act and applicable state securities laws or exempt from such registration; and (currently a period of one (1d) year from if the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will is not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws, prior to the exercise of this Warrant, the Holder shall provide to the Company in writing such information as the Company may reasonably request to establish that the exercise of this Warrant by the Holder is exempt from registration under the Securities Act and applicable state securities laws. If a transfer of this Warrant is permitted pursuant to the preceding paragraph of this Section 5, the Holder shall execute and deliver to the Company, a completed Assignment in the form attached hereto as Exhibit A. Upon the Company's determination that the requirements for transfer of this Warrant have been satisfied, receipt of the completed and duly executed Assignment, and surrender of this Warrant, the Company shall, as promptly as practicable, deliver to the transferee a new Warrant of like tenor and date for that portion of the Warrant Shares as to which this Warrant is being transferred and shall deliver to the Holder a new Warrant of like tenor and date for the balance, if any, of the Warrant Shares.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that neither the Warrants nor the shares of Common Stock issuable upon exercise hereof may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 unless and until: (currently a) There is then in effect a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registration statement under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “"Act”"). If , covering such proposed disposition and such disposition is made in accordance with such registration statement; or (i) The Holder shall have notified the Company conducts of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (ii) the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. The Company agrees that it will not require opinions of counsel for transactions made pursuant to Rule 144. (c) Notwithstanding the provisions of subsections (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any registered offeringsuch partner or retired partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the original Holder of the transferred Warrant or Certificate. The foregoing provisions of this subsection (c) shall apply to Holders which are limited liability companies and their members, as if the term "partner" was replaced by the term "member" and the term "partnership" was replaced with the term "limited liability company" in each instance. (d) Notwithstanding anything herein to the contrary, the Warrants and any Shares shall not, without the prior written consent issued upon exercise of the Company Warrants shall constitute Equity Securities under the Securityholders Agreement and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree Holder thereof shall be subject to sell, transfer or otherwise dispose the terms of the Warrant or any of Securityholders Agreement, including the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that transfer thereof set forth in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities lawsSecurityholders Agreement.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificatehereof, by its the Holder's acceptance thereofhereof, covenants hereby represents and warrants to, and agrees with, the Company that (a) the Warrants are Holder has been informed that neither this Warrant nor the Warrant Shares have been registered for sale under any federal or state securities laws and that this Warrant is being acquired offered and sold to the Holder and, upon the exercise of this Warrant, the Warrant Shares will be sold to the Holder, pursuant to an exemption from registration under the Securities Act, or pursuant to a registration statement filed by the Company pursuant to registration rights granted in connection with the issuance of this Warrant; (b) the Holder is an "accredited investor" (as an defined in Rule 501(a) of Regulation D under the Securities Act) and is acquiring this Warrant and, if the exercise of this Warrant is not registered under the Securities Act and applicable state securities laws, will acquire the Warrant Shares for the Holder's own account for investment only and not with a view to distribution; (c) this Warrant and the distribution thereof, and that the Warrants Warrant Shares may not be transferred or sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 unless such transfer or sale is registered under the Securities Act and applicable state securities laws or exempt from such registration; and (currently a period of one (1d) year from if the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will is not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws, prior to the exercise of this Warrant, the Holder shall provide to the Company in writing such information as the Company may reasonably request to establish that the exercise of this Warrant by the Holder is exempt from registration under the Securities Act and applicable state securities laws. If a transfer of this Warrant is permitted pursuant to the preceding paragraph of this Section 6, upon transfer, the Holder shall execute and deliver to the Company a completed assignment in a form reasonably satisfactory to the Company. Upon the Company's determination that the requirements for transfer of this Warrant have been satisfied, receipt of the completed and duly executed Assignment, and surrender of this Warrant, the Company shall, as promptly as practicable, deliver to the transferee a new Warrant of like tenor and date for that portion of the Warrant Shares as to which this Warrant is being transferred and shall deliver to the Holder a new Warrant of like tenor and date for the balance, if any, of the Warrant Shares.

Restriction on Transfer of Warrants. The Holder of a the Warrant Certificate, by its acceptance thereof, covenants and agrees agrees: (i) that the Warrants and the shares of Common Stock issuable on exercise of the Warrants (the "Shares") are being acquired as an investment and not with a view to the distribution thereof, and ; (ii) that it understands that neither the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and nor the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except have been registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”"). If the Company conducts , in reliance on an exemption therefrom for transactions not involving any registered public offering, and that neither the Holder of Warrants nor the Warrant Shares have been approved or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with disapproved by the United Stated States Securities and Exchange Commission or by any other Federal or state agency; (iii) it understands that neither the “Commission”) with respect to such offering. In connection with Warrants nor the transfer Shares can be sold, transferred or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required assigned unless registered by counsel HemaSure pursuant to the Company to comply with the provisions of the Securities Act and any applicable state securities laws, or unless an exemption therefrom is available, and, accordingly, it may not be possible for the undersigned to liquidate its investment in the Warrants and the Shares, and it agrees not to sell, assign or otherwise transfer or dispose of the Warrants or the Shares unless such Warrants or Shares, as applicable, have been so registered or an exemption from registration is available; (iv) the Holder hereby acknowledges that all documents, records and books pertaining to HemaSure's business have been made available to the Holder and the Holder's attorney and/or accountant and/or representative. The Holder has had an opportunity to ask questions and receive answers from HemaSure concerning the business and assets of HemaSure and all such questions have been answered to the full satisfaction of the Holder; and (v) it is an accredited investor, as that term is defined in Regulation D under the Securities Act.

Restriction on Transfer of Warrants. (a) The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that in reliance on the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year exemption from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registration under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”"). If , provided by Section (please check appropriate Section: [_] 4(2) of the Company conducts any registered offeringSecurities Act, based on the representations of the Holder that it is not engaged in a distribution of the Warrant or any Shares shall notIssuer's securities, without the prior written consent as such concept is defined for purposes of the Company and the managing underwriter, if any, in such offering: (iSecurities Act; [x] 4(6) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any Securities Act, based on the representations of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose Holder that it qualifies as an "accredited investor" as such term is defined in Section 501 of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with Regulation D promulgated by the United Stated States Securities and Exchange ================================================================================ 2 =========== Commission (the “"Commission”") with respect under authority of the Securities Act and the Exchange Act. (b) Because the Warrants have not been registered under the Securities Act, they may not be sold, transferred, hypothecated or exchanged, except after registration under the Securities Act or pursuant to an exemption from such offering. In connection with registration requirements, demonstrated to the transfer or exercise satisfaction of Warrantsthe Issuer's legal counsel, the Transferee and Holder agree to execute any documents which may be reasonably required by based on a legal opinion from legal counsel to the Company Holder and such other matters as the Issuer's legal counsel may reasonably request. (c) Because the shares of common stock underlying the Warrants have not been registered under the Securities Act, upon issuance, they may not be sold, transferred, hypothecated or exchanged, except after registration under the Securities Act or pursuant to comply with an exemption from such registration requirements, demonstrated to the provisions satisfaction of the Act Issuer's legal counsel, based on a legal opinion from legal counsel to the Holder and applicable state securities lawssuch other matters as the Issuer's legal counsel may reasonably request, shall be legended to reflect such facts and the Issuer's transfer agent shall note such fact on the Issuer's transfer records and shall take steps reasonably necessary to promote compliance therewith.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “"Transferee”"), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate Exhibit A attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any a registered offeringoffering to which the Company's obligations in Section 7.3 or Section 7.4 apply, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s 's officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s 's registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act (as defined below) and applicable state securities laws.

Restriction on Transfer of Warrants. The As used herein, "Warrant Securities" means, collectively, the Warrants, the Securities underlying the Warrants and the Shares underlying the Securities, and "Lock-Up Period" means the period beginning on the date (the "Start Date") of the final prospectus used in the Public Offering and ending on (and including) the date that is 360 days after the Start Date. Each of the Underwriters (and each Holder of a Warrant Certificate, by its the Holder's acceptance thereof, ) covenants and agrees that the Warrants Warrant Securities are being acquired as an investment and not with a view to the distribution or public resale thereof, and that none of the Warrants Warrant Securities may not be sold during the Public Offering, or sold, transferred, assigned, hypothecated pledged or otherwise disposed ofhypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period the effective economic disposition of one (1) year from any of the date hereof)Warrants Securities during the Lock-Up Period, except (i) to Representative’s Designees the Underwriters or the Designees, provided that any portion of the Warrant Securities so transferred shall remain subject to the above restriction for the remainder of the restriction period, or (each ii) any sale of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate Shares in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except under circumstances which will not result 7 in a violation firm commitment underwritten public offering of Common Stock that closes at least 180 days after the Start Date. Notwithstanding the foregoing, if any notice of redemption is given pursuant to Section 2.3 with respect to any Warrant, then, as of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offeringdate such notice is given, the Holder of the Warrant or any Shares Lock-Up Period shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants end with respect to the Shares Indirectly Underlying such Warrant or any of the Shares. Such restrictions (but shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) not end with respect to such offering. In connection with the transfer Warrant itself or any Security issuable upon exercise of such Warrant). As used herein, Shares are "Indirectly Underlying" Warrants if such Shares are issued or issuable upon the exercise of Securities issued or issuable upon exercise of such Warrants. For greater certainty, nothing in this Section 4 prohibits the Transferee and Holder agree to execute exercise of any documents which may be reasonably required Warrant or Security by counsel to the Company to comply with the provisions of the Act and applicable state securities lawsholder thereof.