Common use of Restrictions on Transfer; Restrictive Legends Clause in Contracts

Restrictions on Transfer; Restrictive Legends. (a) Except as otherwise permitted by this Section 3, in the event the Warrant Shares are certificated the certificate evidencing the Warrant Shares issued upon the exercise of this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) Notwithstanding the foregoing, the Holder may require the Company to issue a Warrant or a certificate evidencing the Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933, as amended or (ii) the Holder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.

Restrictions on Transfer; Restrictive Legends. (a) Except as otherwise permitted by this Section 32, in the event the Warrant Shares are certificated the each stock certificate evidencing the for Warrant Shares issued upon the exercise of this any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT OF 1933, AS AMENDED, OR SUCH LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER AND SUCH ACTLAWS. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a stock certificate evidencing the for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933, as amended or (ii) the Holder Warrantholder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be. By acceptance of this Warrant, the Warrantholder expressly agrees that it will at all times comply with the restrictions contained in Rule 144(e) under the Securities Act (as in effect on the date hereof) when selling, transferring or otherwise disposing Warrant Shares, even if such restrictions would not then be applicable to the Warrantholder.

Restrictions on Transfer; Restrictive Legends. (a) Except as otherwise permitted by this Section 3, in the event the Warrant Shares are certificated the certificate evidencing the Warrant Shares issued upon the exercise of this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY S ATISFACTORY TO THE COMPANY THAT COM PANY TH AT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANYCOM PANY’S OPERATING OPER ATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) Notwithstanding the foregoing, the Holder may require the Company to issue a Warrant or a certificate evidencing the Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933, as amended or (ii) the Holder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.

Restrictions on Transfer; Restrictive Legends. (a) Except as otherwise permitted by this Section 32, each Warrant shall (and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant issued pursuant to Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the event the Warrant Shares are certificated the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT." Except as otherwise permitted by this Section 2, each stock certificate evidencing the for Warrant Shares issued upon the exercise of this any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 EXEMPTION THEREFROM UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) " Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a stock certificate evidencing the for Warrant Shares, in each case without a legend, if either (i) the issuance of such Warrant Shares has been registered under the Securities Act, (ii) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933, as amended or (iiiii) the Holder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be Warrantholder reasonably satisfactory in form and substance to the Company’s counsel, to the effect believes that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.

Restrictions on Transfer; Restrictive Legends. 3.1 At no time may this Warrant or the Warrant Shares be offered, sold, transferred, pledged or otherwise disposed of, in whole or in part, to any Person except in accordance with applicable federal and state securities laws and the terms of and conditions of the Stockholders' Agreement, dated August 9, 1999, as amended (a) the "Stockholders' Agreement"), among the Company, the Warrantholder, Xxxxxx X. Xxxxx and the other parties signatory thereto. 3.2 Except as otherwise permitted by this Section 3, each Warrant (and each Warrant issued in the event the substitution for any Warrant Shares are certificated the pursuant to Section 6) and each certificate evidencing the for Warrant Shares issued upon the exercise of this any Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDform as set forth on the cover of this Warrant. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a certificate evidencing the for Warrant Shares, in each case without a legend, if either (ia)(i) the resale of such Warrant or such Warrant Shares, as the case may be, have has been registered for resale under the Securities Act of 1933(and such registration remains in effect), as amended or (ii) the Holder Warrantholder has delivered to the Company an opinion of legal counselcounsel (from a firm reasonably satisfactory to the Company), which opinion shall be is addressed to the Company and be is reasonably satisfactory in form and substance to the Company’s 's counsel, to the effect that such registration is not required with respect to the resale of such Warrant or such Warrant Shares, as the case may be, or (iii) such Warrant or Warrant Shares may then be sold pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act, and (b) the Warrantholder has delivered to the Company an opinion of legal counsel (from a firm reasonably satisfactory to the Company), which is addressed to the Company and is reasonably satisfactory in form and substance to the Company's counsel, to the effect that, pursuant to the terms and conditions of the Stockholders' Agreement, the Warrant or the Warrant Shares may be transferred free of legend.

Restrictions on Transfer; Restrictive Legends. (a) 3.1 So long as the Stockholders Agreement is still in effect, this Warrant and the Warrant Shares may not be transferred, sold, assigned, hypothecated or otherwise disposed of, in whole or in part, to any Person other than in accordance with the Stockholders Agreement, provided that at no time may this Warrant or the Warrant Shares be transferred, sold, assigned, hypothecated or otherwise disposed of, in whole or in part, to any Person except in accordance with applicable federal and state securities laws. 3.2 Except as otherwise permitted by this Section 3, (a) each Warrant (and each Warrant issued in the event the substitution for any Warrant Shares are certificated the certificate evidencing the Warrant Shares issued upon the exercise of this Warrant pursuant to Section 6) shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. form as set forth on the cover of this Warrant and (b) each certificate for Warrant Shares issued upon the exercise of any Warrant and each certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the form provided in the Stockholders Agreement (so long as such agreement is in effect). Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a certificate evidencing the for Warrant Shares, in each case without a legendthe legend provided for in the first paragraph on the cover of this Warrant, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933Act, as amended or (ii) the Holder Warrantholder has delivered to the Company an opinion of legal counsel, counsel (from a firm reasonably satisfactory to the Company) which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may bebe or (iii) such Warrant or Warrant Shares may be sold pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act.

Restrictions on Transfer; Restrictive Legends. (a) Except as otherwise permitted by this Section 3, in the event the Warrant Shares are certificated the certificate evidencing the Warrant Shares issued upon the exercise of this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S ’ S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) Notwithstanding the foregoing, the Holder may require the Company to issue a Warrant or a certificate evidencing the Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933, as amended or (ii) the Holder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.

Restrictions on Transfer; Restrictive Legends. (a) Except as otherwise permitted by this Section 3section 2, each Warrant shall (and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to section 4 shall) be stamped or otherwise imprinted with a legend in substantially the event the Warrant Shares are certificated the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT." Except as otherwise permitted by this section 2, each stock certificate evidencing the for Warrant Shares issued upon the exercise of this any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 EXEMPTION THEREFROM UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) " Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a stock certificate evidencing the for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933, as amended or (ii) the Holder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may beAct.

Restrictions on Transfer; Restrictive Legends. (a) 3.1 So long as the Stockholders Agreement is in effect, this Warrant and the Warrant Shares may not be offered, sold, transferred, pledged or otherwise disposed of, in whole or in part, to any Person other than in accordance with the Stockholders Agreement, provided that at no time may this Warrant or the Warrant Shares be offered, sold, transferred, pledged or otherwise disposed of, except in accordance with applicable federal and state securities laws. 3.2 Except as otherwise permitted by this Section 3, (a) each Warrant (and each Warrant issued in the event the substitution for any Warrant Shares are certificated the certificate evidencing the Warrant Shares issued upon the exercise of this Warrant pursuant to Section 6) shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. form as set forth on the cover of this Warrant and (b) each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the form provided in the Stockholders Agreement (so long as such agreement is in effect). Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a stock certificate evidencing the for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933Act, as amended or (ii) the Holder Warrantholder has delivered to the Company an opinion of legal counsel, counsel (from a firm reasonably satisfactory to the Company) which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s 's counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may bebe or (iii) such Warrant or Warrant Shares may be sold pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act.

Restrictions on Transfer; Restrictive Legends. (a) Except as otherwise permitted by this Section 35.2, in the event the Warrant Shares are certificated the each stock certificate evidencing the for Warrant Shares issued upon the exercise of this any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER "THE SECURITIES ACT OF 1933, AS AMENDED. THEY SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) " Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a stock certificate evidencing the for Warrant Shares, in each case without a legend, if either (i) the issuance of such Warrant Shares has been registered under the Securities Act, (ii) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933, as amended or sold pursuant to Rule 144 under the Securities Act (or a successor thereto) or (iiiii) the Holder Warrantholder has delivered received an opinion of counsel (who may be house counsel for such Warrantholder) reasonably satisfactory to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.

Restrictions on Transfer; Restrictive Legends. (a) This Warrant may not be assigned or transferred without the prior written consent of the Company, which consent will not be unreasonably withheld and compliance with other requirements of applicable law, including compliance with applicable federal and state securities laws. Except as otherwise permitted by this Section 3section 4.2, in the event the each Warrant and each stock certificate for Warrant Shares are certificated the and each stock certificate evidencing the Warrant Shares issued upon the exercise of this Warrant direct or indirect transfer thereof shall be stamped or otherwise imprinted with a legend in substantially the following appropriate form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY STATING THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. (b) BE TRANSFERRED WITHOUT SUCH REGISTRATION. Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a stock certificate for Warrant or a certificate evidencing the Warrant Shares, in each case Shares without a legend, legend if either (i) such Warrant or such Warrant Shares, as the case may be, Shares have been registered for resale sold pursuant to Rule 144 under the Securities Act of 1933, as amended 1933 or (ii) the Holder Company has delivered received an opinion of counsel reasonably satisfactory to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.

Restrictions on Transfer; Restrictive Legends. (a) 3.1 At no time may this Warrant or the Warrant Shares be offered, sold, transferred, pledged or otherwise disposed of, in whole or in part, to any Person except in accordance with applicable federal and state securities laws. 3.2 Except as otherwise permitted by this Section 3, (a) each Warrant (and each Warrant issued in the event the substitution for any Warrant Shares are certificated the certificate evidencing the Warrant Shares issued upon the exercise of this Warrant pursuant to Section 6) shall be stamped or otherwise imprinted with a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENT, AS THE CASE MAY BE. form as set forth on the cover of this Warrant and (b) each certificate for Warrant Shares issued upon the exercise of any Warrant and each certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the form provided in the Company’s Bylaws, if any. Notwithstanding the foregoing, the Holder Warrantholder may require the Company to issue a Warrant or a certificate evidencing the for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act of 1933Act, as amended or (ii) the Holder Warrantholder has delivered to the Company an opinion of legal counsel, counsel (from a firm reasonably satisfactory to the Company) which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may bebe or (iii) such Warrant or Warrant Shares may be sold pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act.

Restrictions on Transfer; Restrictive Legends. (a) Except The Stockholder understands that the transfer of the Series H Preferred, as otherwise permitted well as the shares of common stock issuable upon the conversion of the Series H Preferred, is restricted by this Section 3applicable state and U.S. federal securities laws, in and that the event the Warrant Shares are certificated the certificate certificates evidencing the Warrant Shares issued upon shares of Series H Preferred have been imprinted, and the exercise shares of this Warrant shall the underlying common stock will be stamped or otherwise imprinted imprinted, with a legend in substantially the following form(or substantially equivalent) legend restricting transfer except in compliance therewith: THESE SECURITIES HAVE NOT THIS SECURITY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO, OR AN (ii) IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED OXIS INTERNATIONAL, INC., AN EXEMPTION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES ARE ALSO SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN THE COMPANY’S OPERATING AGREEMENT OR SHAREHOLDERS AGREEMENTACT AND FROM ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. The legend set forth above shall be removed by Oxis International from the aforementioned securities upon delivery to Oxis International of an opinion by counsel, AS THE CASE MAY BE. (b) Notwithstanding the foregoingreasonably satisfactory to Oxis International, the Holder may require the Company to issue that a Warrant or a certificate evidencing the Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale registration statement under the Securities Act of 1933, as amended or (ii) the Holder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory is at that time in form and substance to the Company’s counsel, to the effect that such registration is not required with respect to the legended security or that such Warrant security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or such Warrant Shares, as exemptions from registration pursuant to which Oxis International issued the case may beshares of Series G Preferred and Series H Preferred.