Common use of Restrictions on Transferability of Securities Clause in Contracts

Restrictions on Transferability of Securities. (a) This Warrant and the Warrant Shares issuable upon exercise of this Warrant (the “Securities”) shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section. (b) Each Holder agrees to comply in all respects with the provisions of this Warrant. Such Holder agrees not to make any disposition of all or any portion of the Securities unless and until (X) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement or (Y) such Holder shall have notified the Company of the proposed disposition, and if reasonably requested by the Company, such 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 Securities Act. Notwithstanding the foregoing, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such transferring holder, or to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original holder hereunder.

Restrictions on Transferability of Securities. The Undersigned hereby agrees that certificates evidencing the Securities, if any, being accepted by him shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: The Securities represented by this certificate have been acquired pursuant to an investment representation on the part of the Purchaser thereof and have not been registered under the Securities Acts of any state in reliance on exemptions contained therein or the inapplicability thereof, and have not been registered under the Securities Act of 0000 (axxx 0000 Xxx) This Warrant and the Warrant Shares issuable upon exercise of this Warrant (the “Securities”) in reliance on exemptions therefrom. Said Securities shall not be sold, pledged, hypothecated, donated, or otherwise transferred, whether or not for consideration, by the Purchaser except upon the issuance to International Carbon Bank & Exchange, Inc., (the "Company"), of a favorable opinion of its counsel and/or the submission to the Company of such other evidence as may be satisfactory to counsel of the Company, in either case to the effect that any such transfer shall not be in violation of the 1933 Act, as amended, and applicable state securities law. The Securities or any of them shall be sold, pledged, assigned, transferred hypothecated, or pledged except otherwise transferred, with or without consideration (Transfer), only upon the conditions specified in this Sectionparagraph 3. The Undersigned realizes that by becoming a holder of the Securities pursuant to the terms of the legend set forth above, the Undersigned agrees, prior to any transfer, to give written notice to you by expressing the desire of the Undersigned to effect the Transfer and describing the proposed Transfer. Upon receiving any such notice, the Company shall present copies thereof to counsel for the Company and the following provisions shall apply: (a) If, in the opinion of such counsel, the proposed Transfer may be effected without registration thereof under the 1933 Act, and applicable state securities law (the State Acts), the Company shall promptly thereafter notify the holder of such Securities, whereupon such holder shall be entitled to effect the Transfer, all in accordance with the terms of the notice delivered by such holder to the Company, and upon such further terms and conditions as shall be required by the Company in order to assure compliance with the 1933 Act and the State Acts, and the Company will deliver upon surrender of certificates evidencing such Securities, in exchange therefore, a new certificate not bearing the legend set forth above, if counsel to the Company agrees that such legend is no longer required under the 1933 Act and the State Acts. (b) Each Holder agrees to comply in all respects with the provisions of this Warrant. Such Holder agrees not to make any disposition of all or any portion of the Securities unless and until (X) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement or (Y) such Holder shall have notified the Company of the proposed disposition, and if reasonably requested by the Company, such 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 Securities Act. Notwithstanding the foregoing, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such transferring holder, or to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, thatIf, in the case opinion of (i), (ii) or (iii)such counsel, the transferee agrees in writing to Transfer may not be subject effected without registration under the 1933 Act and/or State Acts, a copy of such opinion shall promptly be delivered to the terms hereof holder who had proposed the Transfer and the Transfer shall not be made unless appropriately registered. The Undersigned realizes that the Securities are not registered under the 1933 Act or any State Acts, and that under the 1933 Act and State Acts, the Securities must be held indefinitely unless they are subsequently registered under the 1933 Act and State Acts or unless an exemption from registration is available with respect to any proposed transfer or disposition of the same extent Securities. The Undersigned also acknowledges that the Company does not file periodic reports with the Securities and Exchange Commission and Exchange Act of 1934, as if he or she were an original holder hereunderamended, and has not undertaken to file any such periodic reports.