Common use of Restrictions on Transferability Clause in Contracts

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act and any applicable state securities laws. (b) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

Restrictions on Transferability. (a) Neither I hereby agree that the Securities being purchased by me may be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: The securities represented by this Warrant nor the Issued Warrant Shares shall certificate may not be transferable offered for sale, sold or otherwise transferred except pursuant to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by an effective registration statement under the Securities Act and of 1933 (the "Act"), or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the issuer. I further agree that the Securities may also be stamped with any other legend(s) required by applicable state securities lawslaws (the "State Acts"). The Securities shall be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration ("Transfer") only pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is established to the satisfaction of the Company, which may include an opinion of my counsel, which cost shall be borne by me, as to the availability of such an exemption. I realize that by becoming a holder of the Securities pursuant to the terms of the legend set forth above, I agree, prior to any Transfer, to give written notice to the Company expressing my desire 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 Act and 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 this 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 Act and the State Acts, and the Company will deliver upon surrender of the Securities, or any part thereof, in exchange therefor, a new Certificate not bearing a legend of the character set forth above, if counsel to the Company agrees that such legend is no longer required under the Act and the State Acts. (b) Each Warrant shall bear on the face thereof a legend substantially b. If, in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee opinion of such certificate shall bear all legends and counsel, the Transfer may not be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act pursuant and/or the State Acts, a copy of such opinion shall promptly be delivered to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under holder who had proposed the Securities Act). Upon Transfer and the request Transfer shall not be made unless registration of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision Transfer is then in effect) . By virtue of the provisions of certain rules respecting "restricted securities" promulgated by under the Act, the Securities which I am agreeing to purchase must be held indefinitely, unless and Exchange Commission until the Securities are subsequently registered under the Securities Act in respect of a transaction qualifying for and/or the State Acts or unless an exemption under Rule 144A and it will take from such further action registration is available, in which case I may still be limited as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under amount of the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementmay be sold.

Restrictions on Transferability. (a) Neither As provided in Article I hereof, for all purposes of this Article VII, the term Warrant Stock includes the Ordinary Shares issuable upon exercise of the Warrants. The Warrants and the Warrant Stock shall not be Transferred, hypothecated or assigned before satisfaction of the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Article VII. Section 7.1 With respect to any offer, sale or other disposition of this Warrant nor or securities into which such Warrant may be exercised, the Issued Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with, if requested by the Company, a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Such opinion letter and all such transferees must warrant and represent that each such transferee is an "accredited" investor as that term is defined under Regulation D of the Securities Act. Promptly, as practicable, upon receiving such written notice an opinion and such warranty and representation, if so requested, the Company, as promptly as practicable, shall deliver to the Holder one or more replacement Warrant certificates on the same terms and conditions as this Warrant for delivery to the transferees. Each Warrant thus transferred and each certificate representing the securities thus transferred shall bear legend(s) as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Any provision of this Warrant to the contrary notwithstanding, the Holder may not offer, sell or otherwise dispose of this Warrant to any third party, other than to its Affiliates. In addition to the above, any transfer of this Warrant or the Warrant Shares shall be transferable to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act and any applicable state securities laws. (b) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request provisions of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser Company's Articles of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementAssociation.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, Warrants or Registrable Securities that would constitute a sale within the Issued Warrant Shares or any portion thereof would be prohibited by meaning of the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except (i) as contemplated in the Registration Statement referred to in Section 6.1 above, (ii) pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser's compliance therewith) or (iii) pursuant to an exemption from the registration requirements of Section 5 of the Securities Act as supported by a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities; provided, however, that notwithstanding the foregoing provisions of this section 6.2(a), no such restrictions shall apply to a transfer by a Purchaser that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests and without consideration, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Purchaser, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company and without consideration, or (D) an individual transferring to the Purchaser's family member or trust for the benefit of an individual Purchaser. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 7. (b) Each Warrant shall bear on Purchaser agrees that there may occasionally be times when the face thereof a legend substantially in Company must suspend the form use of the notice endorsed on prospectus forming a part of the first page of this WarrantRegistration Statement until such time as an amendment or supplement to the Registration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each certificate representing Issued Warrant Shares initially issued upon Purchaser hereby covenants that such Purchaser will not sell any Registrable Securities pursuant to said prospectus during the exercise period commencing at the time at which the Company gives the Purchasers written notice of any Warrant the suspension of the use of said prospectus and each certificate issued ending at the time the Company gives the Purchasers written notice that the Purchasers may thereafter effect sales pursuant to a subsequent transferee said prospectus. The Company agrees to file such amendment, supplement or report as soon as practicable following such notice of such certificate shall bear all legends and be subject to the conditions set forth in this Warrantsuspension. (c) The Company covenants that it will file all reports required None of the Registrable Securities or Warrants shall be transferable except upon the conditions specified in this Section 6, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Registrable Securities or Warrants held by such Purchaser to agree to take and Exchange Commission, hold such securities subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 6 if and to the extent required from time that such securities continue to time to enable be restricted securities in the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request hands of the Holdertransferee, and each such transferee, upon making such agreement, shall be deemed a Purchaser for the Company will deliver purposes of Sections 6, 7, 8, 9 and 10 hereof, and shall be entitled to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect benefits of a transaction qualifying for an exemption under Rule 144A Purchaser thereunder and it will take such further action as a Holder may reasonably request, all subject to the extent required from time terms and conditions applicable to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementPurchasers thereunder.

Restrictions on Transferability. (a) Neither this This Warrant nor and the Issued Warrant Shares Common Stock ------------------------------- issuable upon exercise shall be a "restricted security" as defined in the rules under the Act. This Warrant may be transferred only with the prior written consent of the Company and in accordance with (i) applicable law, and only on the same basis as a restricted security would be transferable to the extent thereunder, (ii) any transfer restrictions applicable to shares of the WarrantCompany's capital stock generally, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act and any applicable state securities laws. (biii) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Section. The holder hereof, by acceptance hereof, agrees to give written notice to the Company at least fifteen (15) days before any requested transfer of this Warrant. (c) , of such holder's intent to do so, describing briefly the manner of the proposed transfer and setting forth information concerning the proposed transferee. Promptly upon receiving such written notice, the Company shall present copies thereof to counsel for the Company. If, in the opinion of counsel satisfactory in form and substance to the Company, the proposed transfer may be effected without violation of the applicable federal and state securities laws, the holder hereof shall be entitled to transfer this Warrant, if consented to by the Company, in the manner contemplated in the above-referenced notice to the Company; provided, that an appropriate legend may be endorsed on this Warrant respecting restrictions on transfer thereof necessary or advisable in the opinion of counsel and satisfactory in form and substance to the Company to prevent further transfers that would be in violation of the securities laws or adversely affect the exemptions relied upon by the Company. The Company covenants acknowledges that it will file the holder may assign all reports required or a portion of the Warrant to affiliates of the holder, who shall also be filed by it accredited investors, and, subject to compliance with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell other provisions of this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the HolderSection 10, the Company will deliver consent to such assignment. To such effect, the Company may request that the intended transferee execute an investment and representation letter satisfactory in form and substance to the Holder a notice stating whether it has complied with such requirementsCompany. The Company covenants that it will provide Upon transfer of this Warrant, the transferee, by acceptance of this Warrant, agrees to each holder or any prospective purchaser be bound by the provisions, terms, conditions and limitations of this Warrant or Warrant Shares and the information investment and representation letter, if any, required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect Company. Similar restrictions should be applicable to any shares of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part Common Stock issued upon exercise hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

Restrictions on Transferability. (a) Neither this Warrant nor The Note and the Issued Warrant Note Shares shall not be transferable sold, assigned, transferred or pledged except upon the conditions specified in this Section 13(d), which conditions are intended to ensure compliance with the provisions of the Securities Act. Each Investor will cause any proposed purchaser, assignee, transferee, or pledgee of the Note and the Note Shares held by the Investor to agree to take and hold such securities subject to the extent provisions and upon the conditions specified in this Section 13(d). Prior to any proposed sale, assignment, transfer or pledge of this Note or the Note Shares (collectively the "Restricted Securities"), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Holder shall give written notice to the Company of the Holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accomplished at the Holder's expense by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Warrant, the Issued Warrant Shares or any portion thereof would Restricted Securities may be prohibited by the Securities Act and any applicable state securities laws. (b) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act pursuant to Rule 144 Act, or (ii) a "Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by no action" letter from the Securities and Exchange Commission under (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to the Commission's Rule 144, an appropriate restrictive legend, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for the Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementAct.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Purchaser agrees that it will not effect any transfer disposition of the Warrant, Shares that would constitute a sale within the Issued Warrant Shares or any portion thereof would be prohibited by meaning of the Securities Act and or pursuant to any applicable state securities or Blue Sky laws, except as contemplated in the Registration Statement referred to in Section 6.1 or pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends set forth in Section 5.10. (b) Each Warrant shall bear on Purchaser acknowledges that there may occasionally be times when the face thereof a legend substantially in Company must suspend the form use of the notice endorsed on prospectus forming a part of the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of Registration Statement until such certificate shall bear all legends and be subject time as an amendment or supplement to the conditions set forth in this WarrantRegistration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Purchaser hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives Purchaser written notice that Purchaser may thereafter effect sales pursuant to said prospectus. (c) The Company covenants that it will file all reports required None of the Shares shall be transferable except upon the conditions specified in this Article 6, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Purchaser will cause any proposed transferee of the Shares held by Purchaser to agree to take and Exchange Commission, hold such Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Article 6 if and to the extent required from time that such Shares continue to time to enable be restricted securities in the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request hands of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementtransferee.

Restrictions on Transferability. (a) Neither The holder of each certificate representing Shares and Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Warrant nor the Issued Warrant Shares shall be transferable Section 1.2. Each Holder agrees not to the extent make any transfer sale, assignment, transfer, pledge or other disposition of the Warrant, the Issued Warrant Shares all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof would has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be prohibited by bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 1.2 and Section 2, and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and any applicable state such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Hxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the transfer of such securities lawswithout registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require prior written notice, opinions of counsel or “no action” letters from the SEC for transactions made pursuant to Rule 144 of the Securities Act (“Rule 144”). (b) Each Warrant Permitted transfers include (i) transfers not involving a change in beneficial ownership, or (ii) transfers of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder, or (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such rule, if requested; provided, in each case, that the Holder thereof shall bear on give written notice to the face thereof Company of such Hxxxxx's intention to effect such disposition and shall have furnished the Company with a legend substantially in the form detailed description of the notice endorsed on manner and circumstances of the first page proposed disposition. For the avoidance of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon doubt, the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be Preferred Stock is freely transferable, subject to applicable laws and the conditions set forth in this Warranttransferee executing required joinders. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, IF REQUESTED, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTORS’ RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” The Holders consent to the Company covenants that it will file all reports required making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (d) The first legend referring to federal and state securities laws identified in Section 1.2(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be filed by it with removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities and Exchange CommissionAct, and that it will take (ii) such further action as holder provides the Holder may Company with an opinion of counsel reasonably request, all acceptable to the extent required from time Company to time to enable the Holder to sell this Warrant effect that a public sale or any Warrant Shares transfer of such securities may be made without registration under the Securities Act Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Company, that such securities can be sold pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, Shares that would constitute a sale within the Issued Warrant Shares or any portion thereof would be prohibited by meaning of the Securities Act and or pursuant to any applicable state securities or Blue Sky laws, except as contemplated in the Registration Statement referred to in Section 6.1 or pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends set forth in Section 5.10. (b) Each Warrant shall bear on Purchaser acknowledges that there may occasionally be times when the face thereof a legend substantially in Company must suspend the form use of the notice endorsed on prospectus forming a part of the first page of this WarrantRegistration Statement until such time as an amendment or supplement to the Registration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Each certificate representing Issued Warrant Purchaser hereby covenants that such Purchaser will not sell any Shares initially issued upon pursuant to said prospectus during the exercise period commencing at the time at which the Company gives the Purchasers written notice of any Warrant the suspension of the use of said prospectus and each certificate issued ending at the time the Company gives the Purchasers written notice that the Purchasers may thereafter effect sales pursuant to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Warrantsaid prospectus. (c) The Company covenants that it will file all reports required None of the Shares shall be transferable except upon the conditions specified in this Article 6, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Shares held by such Purchaser to agree to take and Exchange Commission, hold such Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Article 6 if and to the extent required from time that such Shares continue to time to enable be restricted securities in the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request hands of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementtransferee.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares The Registrable Securities shall be transferable to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by held indefinitely unless subsequently registered under the Securities Act and any applicable state securities lawsor the Company receives an opinion of counsel satisfactory to the Company that such registration is not required. (b) The Registrable Securities shall not be transferable except upon the conditions specified in this Section 2.13, which provisions are intended to ensure compliance with the Securities Act. Each Warrant shall bear Holder will cause any proposed transferee of its Registrable Securities to agree to take and hold such Registrable Securities subject to the provisions and upon the conditions specified in this Agreement. Notwithstanding the foregoing and subject to compliance with state and federal securities laws, Registrable Securities may be freely transferable to (i) an affiliate of a Holder, (ii) a family member or trust for the benefit of any individual holder, (iii) any transferee who acquires at least 50% of the Holder’s Registrable Securities, calculated on an as-converted-basis, owned by the face thereof a legend substantially Holder, or (iv) in the form case of transfer by a Holder that is a partnership or limited liability company, to a partner to a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the notice endorsed on date hereof or a retired member of such limited liability company who retires after the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon date hereof, in all such cases in accordance with their partnership interests or membership interests, or to the exercise estate of any Warrant and each certificate issued such partner, retired partner, member or retired member or the transfer by gift, will or intestate succession by any partner or member to a subsequent transferee his or her spouse or to the siblings, lineal descendants or ancestors of such certificate shall bear all legends and partner or member or his or her spouse, if the transferee agrees in writing to be subject to the conditions set forth in terms of this WarrantAgreement to the same extent as if he or she were an original Holder hereunder. (c) The Company covenants that it will file all reports required shall not require an opinion of counsel for any transaction made pursuant to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration Rule 144 promulgated under the Securities Act pursuant to unless reasonably requested by the Company’s counsel in light of the facts and circumstances of such transaction. Rule 144 ("Rule 144") permits limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by a transaction directly with a “market maker” and the Commission under the Securities Act). Upon the request number of shares of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirementsstock being sold during any three-month period not exceeding specified limitations. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares may not be satisfying the current public information required to be delivered under paragraph (d)(4) requirement of Rule 144A (or any similar provision then in effect) promulgated by 144 at the time a Holder wishes to sell the Registrable Securities and Exchange Commission under and, if so, the Holder would be precluded from selling the Registrable Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to 144 even if the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder one year minimum holding period has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementbeen satisfied.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act and any applicable state securities laws. (b) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule RULE 144") or Rule 144A ("Rule RULE 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, Securities (including the Issued Warrant Shares Shares) or its right to purchase the Securities (including any portion thereof Warrant Shares) that would be prohibited by constitute a sale within the meaning of the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except in accordance with the Lock-Up Agreement between the Company and such Purchaser and (i) as contemplated in the Registration Statement referred to in Section 6.1 above, (ii) pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser’s compliance therewith) or (iii) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration under Section 5 of the Securities Act is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 7. (b) Each Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of a Prospectus forming a part of a Registration Statement until such time as an amendment or supplement to such Registration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Purchaser hereby covenants that such Purchaser will not sell any Securities (including the Warrant shall bear on Shares) pursuant to said Prospectus during the face thereof a legend substantially in period commencing at the form time at which the Company gives the Purchasers written notice of the suspension of the use of said Prospectus and ending at the time the Company gives the Purchasers written notice endorsed on that the first page Purchasers may thereafter effect sales pursuant to said Prospectus. The Company agrees to file such amendment, supplement or report as soon as practicable following such notice of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this WarrantSuspension. (c) The Company covenants that it will file all reports required None of the Securities (including the Warrant Shares) shall be transferable except upon the conditions specified in this Section 6, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Securities (including the Warrant Shares) held by such Purchaser to agree to take and Exchange Commission, hold such Securities (including the Warrant Shares) subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 6 if and to the extent required that such Securities continue to be restricted securities in the hands of the transferee. (d) Such Purchaser covenants that such Purchaser will sell or transfer the Securities (including the Warrant Shares) in accordance with such Registration Statement, the Securities Act, applicable state securities laws and, to the extent the exemption from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration prospectus delivery requirements in Rule 172 under the Securities Act pursuant to Rule 144 ("Rule 144") is not available, satisfy the requirement of delivering a current prospectus in connection with any proposed transfer or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under sale of the Securities Act(including the Warrant Shares). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

Restrictions on Transferability. (a) Neither this Warrant nor The Purchaser acknowledges that the Issued Warrant Preferred Shares shall be transferable to and the extent any transfer Conversion Shares issuable upon the conversion of the WarrantPreferred Shares have not been registered under the Securities Act and, except as provided in the Issued Warrant Shares or any portion thereof would be prohibited by Registration Rights Agreement, such shares are not being registered under the Securities Act and may not be transferred (and the Company shall have the right to refuse to transfer such securities) unless (i) registered under the Securities Act or (ii) an exemption from registration exists and the holder of such shares shall have delivered written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel to the effect that such transfer may be effected without registration of such shares under the Securities Act, in which event, the holder of the shares being transferred shall not consummate the transfer until (1) the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions of this Agreement or (2) such holder shall have delivered to the Company an opinion of such counsel that no subsequent transfer of such Preferred Shares or Conversion Shares shall require registration under the Securities Act. Promptly upon receipt of any applicable state securities lawsopinion described in clause (iii) of the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Preferred Shares or Conversion Shares being transferred that do not bear the legend set forth in Section 8.2. (b) Each Warrant shall bear on the face thereof a legend substantially in the form The Purchaser acknowledges that any sale of the notice endorsed on Preferred Shares or the first page of this Warrant. Each certificate representing Issued Warrant Conversion Shares initially issued made in reliance upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration Rule 144 promulgated under the Securities Act pursuant may be made only in accordance with the terms of that Rule and further, if that Rule is not applicable, any resale of the Preferred Shares or the Conversion Shares under circumstances in which the seller or the person through whom the sale is made may be deemed to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then be an underwriter, as such term is defined in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied and may require compliance with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission some other exemption under the Securities Act in respect or the rules and regulations of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementSEC thereunder.

Restrictions on Transferability. (a) Neither I hereby agree that the Securities being purchased by me may be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: The securities represented by this Warrant nor the Issued Warrant Shares shall certificate may not be transferable offered for sale, sold or otherwise transferred except pursuant to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by an effective registration statement under the Securities Act and of 1933 (the "Act"), or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the issuer. I further agree that the Securities may also be stamped with any other legend(s) required by applicable state securities lawslaws (the "State Acts"). The Securities shall be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration ("Transfer") only pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is established to the satisfaction of the Company, which may include an opinion of my counsel, which cost shall be borne by me, as to the availability of such an exemption. I realize that by becoming a holder of the Securities pursuant to the terms of the legend set forth above, I agree, prior to any Transfer, to give written notice to the Company expressing my desire 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 Act and 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 this 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 Act and the State Acts. (b) Each Warrant shall bear on the face thereof a legend substantially b. If, in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee opinion of such certificate shall bear all legends and counsel, the Transfer may not be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act pursuant and/or the State Acts, a copy of such opinion shall promptly be delivered to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under holder who had proposed the Securities Act). Upon Transfer and the request Transfer shall not be made unless registration of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision Transfer is then in effect) promulgated . If I am a Pennsylvania resident, I understand and agree that I may not under any circumstances sell the securities I am purchasing in this offering for a period of twelve months following the date of purchase, except in accordance with Rule 204.011 of the Pennsylvania Securities Commission. Any Pennsylvania resident who accepts an offer to purchase the securities offered by the Securities and Exchange Commission under Private Offering Memorandum has the Securities Act right to withdraw his acceptance without incurring any liability to the Company, the underwriter (if any) or any other person, within two business days from the date of receipt by the Company of the Subscription Agreement or, in respect the case of a transaction qualifying in which there is no Subscription Agreement, within two business days after the investor makes the initial payment for an exemption under Rule 144A and it will take such further action as the securities offered. To accomplish this withdrawal, send a Holder may reasonably request, all written notice (which can also be sent by facsimile or electronic mail) to the extent required from time Company (or the placement agent if one is listed on the front page of the Private Offering Memorandum) indicating your intention to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementwithdraw your subscription.

Restrictions on Transferability. Each Shareholder, and any subsequent holder of a certificate of Buyer Stock bearing the restrictive legend set forth in Section 3.02, (ahereinafter in this Section 3 called the "Holder") Neither this Warrant nor by acceptance thereof agrees, prior to any transfer or attempted transfer of such Buyer Stock, to give written notice to Buyer of such Holder's intention to effect such transfer. Each such notice shall describe the Issued Warrant Shares manner and circumstances of the proposed transfer in reasonable detail, and shall be transferable contain an undertaking by the person giving such notice to furnish an opinion of counsel for the Holder with respect to the extent proposed sale, and such further information as may reasonably be required by Buyer or counsel referred to below. Promptly upon receiving any such notice, Buyer shall submit copies thereof to its counsel, and the following provisions shall apply: (i) If, in the opinion of such counsel, the proposed transfer of the Warrant, the Issued Warrant Shares or any portion thereof would such Buyer Stock may be prohibited by effected without registration under the Securities Act Act, Buyer shall as promptly as is practicable so notify the Holder of such Stock, and any applicable state securities laws. (b) Each Warrant such Holder shall bear on thereupon be entitled to transfer such Stock in accordance with the face thereof a legend substantially in the form terms of the notice endorsed on the first page of this Warrantdelivered by such Holder to Buyer. Each certificate representing Issued Warrant Shares initially of Buyer Stock issued upon the exercise transfer of any Warrant and each certificate issued to a subsequent transferee such Stock shall bear the restrictive legend set forth above if in the opinion of such certificate shall bear all legends and be subject counsel such legend is required in order to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it insure compliance with the applicable provisions of the Securities and Exchange CommissionAct; (ii) If, and that it will take in the opinion of such further action as counsel, the Holder proposed transfer of such Buyer Stock may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares not be effected without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holdersuch Stock, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.Buyer shall

Restrictions on Transferability. (a) Neither this Warrant nor Each Purchaser agrees that it will not effect any disposition of the Issued Securities or the Warrant Shares shall be transferable to that would constitute a sale within the extent any transfer meaning of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except (i) as to the Registrable Securities, as contemplated in the Registration Statement referred to in Section 6.1 above, (ii) as to the Registrable Securities pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser's compliance therewith) or (iii) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration is not required in connection with the proposed transfer; provided, however, that no opinion of legal counsel shall be required for a transfer to an affiliate of the Purchaser; whereupon the holder of such securities shall be entitled to transfer such securities. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 7. (b) Each Warrant shall bear on Purchaser acknowledges that there may occasionally be times when the face thereof a legend substantially in Company must suspend the form use of the notice endorsed on prospectus forming a part of the first page of this WarrantRegistration Statement until such time as an amendment or supplement to the Registration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each certificate representing Issued Warrant Shares initially issued upon Purchaser hereby covenants that such Purchaser will not sell any Registrable Securities pursuant to said prospectus during the exercise period commencing at the time at which the Company gives the Purchasers written notice of any Warrant the suspension of the use of said prospectus and each certificate issued ending at the time the Company gives the Purchasers written notice that the Purchasers may thereafter effect sales pursuant to a subsequent transferee said prospectus. The Company agrees to file such amendment, supplement or report as soon as practicable following such notice of such certificate shall bear all legends and be subject to the conditions set forth in this Warrantsuspension. (c) The Company covenants that it will file all reports required Neither the Securities nor the Warrant Shares shall be transferable except upon the conditions specified in this Section 6, and in the case of the Warrants, in the Warrant, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Securities or Warrant Shares held by such Purchaser to agree to take and Exchange Commission, hold such Securities or Warrant Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 6 if and to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration under the that such Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required continue to be delivered under paragraph restricted securities in the hands of the transferee. (d)(4d) of Rule 144A (or any similar provision then in effect) promulgated by Each Purchaser acknowledges and agrees that the Registrable Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all sold pursuant to the extent required from time Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to time, the transfer agent evidencing such Registrable Securities is accompanied by a certificate reasonably satisfactory to enable the Company to the effect that (i) the Registrable Securities have been sold in accordance with such Holder to sell its Warrant or Warrant Shares without registration under Registration Statement and (ii) the Securities Act pursuant to Rule 144A.requirement of delivering a current prospectus has been satisfied. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and Each Purchaser agrees not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement to take any action with respect to any person distribution deemed to sell, transfer or pledge be made pursuant to such person or anyone else this Warrant, Registration Statement which would constitute a violation of Regulation M under the Exchange Act or any part hereof; and that the initial Holder has no present plans other applicable rule, regulation or intentions to enter into any such contract, undertaking, agreement or arrangementlaw.

Restrictions on Transferability. (a) Neither I hereby agree that the Securities being purchased by me may be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: The securities represented by this Warrant nor the Issued Warrant Shares shall certificate may not be transferable offered for sale, sold, or otherwise transferred except pursuant to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by an effective registration statement under the Securities Act and of 1933, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. I further agree that the Securities may also be stamped with any other legend(s) required by applicable state securities laws. laws (bthe "State Acts"). The Securities shall be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration ("Transfer") Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions terms of this Agreement, pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is established to the satisfaction of the Company, which may include an opinion of my counsel, which cost shall be borne by me, as to the availability of such an exemption. I realize that by becoming a holder of the Securities pursuant to the terms of the legend set forth above, I agree, prior to any Transfer, to give written notice to the Company expressing my desire to affect the Transfer and describing the proposed Transfer according to the terms of Section 10. Upon receiving any such notice, and after the Company elects not to exercise its Right of First Refusal, 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 affected without registration thereof under the Act and 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 this Warrantnotice 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 Act and the State Acts. (c) The Company covenants that it will file all reports required to b. If, in the opinion of such counsel, the Transfer may not be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares affected without registration under the Securities Act pursuant and/or the State Acts, a copy of such opinion shall promptly be delivered to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under holder who had proposed the Securities Act). Upon Transfer, and the request Transfer shall not be made unless registration of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision Transfer is then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. 5.

Restrictions on Transferability. (a) Neither this Warrant nor The Note and the Issued Warrant Note Shares shall not be transferable sold, assigned, transferred or pledged except upon the conditions specified in this Section 12(d), which conditions are intended to ensure compliance with the provisions of the Securities Act. The Lender will cause any proposed purchaser, assignee, transferee, or pledge of the Note and the Note Shares held by the Lender to agree to take and hold such securities subject to the extent provisions and upon the conditions specified in this Section 13(d). Prior to any proposed sale, assignment, transfer or pledge of this Note or the Note Shares (collectively the "Restricted Securities"), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Lender shall give written notice to the Company of the Lender's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accomplished at the Lender's expense by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Warrant, the Issued Warrant Shares or any portion thereof would Restricted Securities may be prohibited by the Securities Act and any applicable state securities laws. (b) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act pursuant to Rule 144 Act, or (ii) a "Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by no action" letter from the Securities and Exchange Commission under (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Lender of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Lender to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to the Commission's Rule 144, an appropriate restrictive legend, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for the Lender and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementAct.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares This Note shall be transferable to a "restricted security" as defined in the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by rules under the Securities Act of 1933, as amended (the "ACT"). This Note may be transferred only in accordance with (i) applicable law, and any applicable state securities laws. (b) Each Warrant shall bear only on the face thereof same basis as a legend substantially in the form restricted security would be transferable thereunder, (ii) any transfer restrictions applicable to shares of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant Company's capital stock generally, and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to (iii) the conditions set forth in this Warrant. (c) Section. The Company covenants that it will file all reports required Holder, by acceptance hereof, agrees to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all give written notice to the extent required from time Company at least ten (10) days before transferring this Note, of such Xxxxxx's intent to time to enable do so, describing briefly the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request manner of the Holderproposed transfer. Promptly upon receiving such written notice, the Company will deliver shall present copies thereof to counsel for the Company. If, in the opinion of counsel for the Company, the proposed transfer or conversion may be effected without violation of the applicable federal and state securities laws, such holder shall be entitled to transfer this Note in the manner contemplated in the above-referenced notice to the Holder a notice stating whether it has complied with Company; provided, that an appropriate legend may be endorsed on this Note respecting restrictions on transfer thereof necessary or advisable in the opinion of counsel and satisfactory in form and substance to the Company to prevent further transfers that would be in violation of the securities laws or adversely affect the exemptions relied upon by the Company. To such requirementseffect, the Company may request that the intended transferee execute an investment and representation letter satisfactory in form and substance to the Company. The Company covenants that it will provide to each holder or any prospective purchaser Upon transfer of this Warrant or Warrant Shares Note, the information required transferee, by acceptance of this Note, agrees to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated bound by the Securities provisions, terms, conditions and Exchange Commission under limitations of this Note and the Securities Act investment and representation letter, if any, required by the Company. If (i) no opinion of counsel referred to in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all this Section 3 has been provided to the extent required from time Company, or (ii) in the opinion of such counsel the proposed transfer, conversion or disposition of this Note described in the holder's written notice given pursuant to time, to enable such Holder to sell its Warrant or Warrant Shares this Section 3 may not be effected without registration under or without adversely affecting the Securities Act pursuant to Rule 144A. (e) The exemptions relied upon by the Company understands from or without violating the initial terms of this Section 3, the Holder hereof that the initial Holder is purchasing will restrict transfer, conversion or disposition of this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementNote accordingly.

Restrictions on Transferability. Each Purchaser acknowledges that the Shares, the Warrant Shares and the Warrants referred to herein are “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act. Each Purchaser agrees that it has not and will not make any offer, sale or other transfer of the Shares, the Warrant Shares or the Warrants by any means which would not comply with applicable law or this Agreement or which would otherwise impose upon the Company any obligation to satisfy any public filing or registration requirement. Each Purchaser further agrees that it will not offer, sell or transfer the Shares, the Warrant Shares or the Warrants unless: (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by there is then in effect a registration statement under the Securities Act covering such proposed disposition (the “Registration Statement”) and any applicable state securities laws.such disposition is made in accordance with the Registration Statement; or (b) Each Warrant such Purchaser shall bear on have notified the face thereof a legend substantially in the form Company of the notice endorsed on proposed disposition and shall have furnished the first page Company with a statement of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise circumstances surrounding the proposed disposition, and, if requested by the Company, it shall have furnished the Company with an opinion of any Warrant and each certificate issued counsel, reasonably satisfactory to a subsequent transferee the Company that such disposition is exempt from registration of such certificate shall bear all legends and be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration shares under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then applicable state, foreign or other securities laws. Each Purchaser acknowledges that the Company is under no obligation to aid such Purchaser in effect -------- --------- promulgated obtaining any exemption from registration requirements in connection with a proposed disposition. Each Purchaser also acknowledges that such Purchaser shall be responsible for compliance with all conditions on transfer imposed by any securities administrator of any state and for any expenses incurred by the Commission under Company for legal or accounting services in connection with reviewing such a proposed transfer and issuing opinions in connection therewith. Each Purchaser understands and agrees that any disposition of the Shares, the Warrant Shares or the Warrants in violation of this Agreement shall be null and void, and that no transfer of the Shares, the Warrant Shares or the Warrants shall be made by the Company or the transfer agent for the Common Stock upon the Company’s stock transfer books or records unless and until there has been compliance with the terms of this Agreement, the Securities Act), any applicable state and foreign securities law and any other laws. Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants Each Purchaser agrees that it will provide to each holder or any prospective purchaser of this Warrant or not transfer the Shares, the Warrant Shares or the information required Warrants, other than pursuant to a Registration Statement or in a transaction that complies with Rule 144, unless the transferee agrees to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated bound by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all restrictions on transfer contained herein to the same extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementas if it were an original Purchaser.

Restrictions on Transferability. (ai) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Seller agrees that it will not effect any transfer disposition of the Warrant, shares of Parent Common Stock issued under this Agreement or its right to receive such shares that would constitute a sale within the Issued Warrant Shares or any portion thereof would be prohibited by meaning of the Securities Act and or pursuant to any applicable state securities lawsor blue sky laws of any state, except (A) as contemplated by the Registration Statement referred to in Section 6.7(a) above, (B) pursuant to the requirements of Rule 144 (in which case such Seller will provide Parent with reasonable evidence of such Seller’s compliance therewith) or (C) pursuant to a written opinion of legal counsel reasonably satisfactory to Parent and addressed to Parent to the effect that registration under Section 5 of the Securities Act is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 2.8. (bii) Each Warrant shall bear on the face thereof Seller hereby covenants that such Seller will not sell any shares of Parent Common Stock pursuant to any prospectus during a legend substantially in the form Suspension. (iii) None of the notice endorsed on shares of Parent Common Stock issued hereunder shall be transferable except upon the first page conditions specified in this Section 6.7, which are intended to ensure compliance with the provisions of this Warrantthe Securities Act. Each certificate representing Issued Warrant Shares initially issued upon the exercise of Seller will cause any Warrant and each certificate issued to a subsequent proposed transferee of such certificate shall bear all legends shares to agree to take and be hold such shares subject to the provisions and upon the conditions set forth specified in this WarrantSection 6.7 if and to the extent that such shares continue to be restricted securities in the hands of the transferee. (civ) The Company Subject to Section 6.7(d) hereof, each Seller covenants that it such Seller will file all reports required to be filed by it sell or transfer any shares of Parent Common Stock in accordance with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all applicable Registration Statement (to the extent required such Seller is not relying on clauses (B) or (C) of Section 6.7(b)(i) hereof), the Securities Act, applicable state, Belgian and other applicable securities laws and, to the extent the exemption from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration prospectus delivery requirements in Rule 172 under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holderis not available, the Company will deliver to the Holder requirement of delivering a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then current prospectus in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement connection with any person to sell, proposed transfer or pledge to sale of such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementshares.

Restrictions on Transferability. (a) Neither The Securities shall not be ------------------------------- transferable in the absence of a registration under the Securities Act or an exemption therefrom or in the absence of compliance with any term of this Warrant nor the Issued Warrant Shares Agreement. The Company shall be transferable entitled to give stop transfer instructions to the extent transfer agent with respect to the Securities in order to enforce the foregoing restrictions. The following provisions shall govern the transfer of the Securities: 5.1.1 Merck, and any other holder of any Securities by acceptance thereof, agrees that, prior to any transfer of any Securities, such holder will give written notice to the WarrantCompany of such holder's intention to effect such transfer and to comply in all other respects with the provisions of this Section 5. 1. Each such notice shall contain (i) a statement setting forth the intention of such holder's prospective transferee with respect to its retention or disposition of such Securities, and (ii) unless waived by the Issued Warrant Shares Company, an opinion of counsel for such holder (who may be the inside or any portion thereof would staff counsel employed by such holder), as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such transfer and stating the factual and statutory bases relied upon by counsel. The following provisions shall then apply: 5.1.1.1 If in the opinion of counsel for the Company the proposed transfer of such Securities may be prohibited by effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Securities shall be entitled to transfer such Securities in accordance with the intended method of disposition specified in the statement delivered by such holder to the Company. (b) Each Warrant shall bear on the face thereof a legend substantially 5.1.1.2 If in the form opinion of counsel for the notice endorsed on Company the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee proposed transfer of such certificate shall bear all legends and Securities may not be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (registration or qualification under any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holderapplicable state securities laws, the Company will deliver registered holder of such Securities shall not be entitled to transfer such Securities until the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder requisite registration or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder qualification is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementeffective.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, Securities or the Issued Warrant Shares or any portion thereof its right to purchase the Securities or the Warrant Shares that would be prohibited by constitute a sale within the meaning of the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except (i) as contemplated in the Registration Statement referred to in Section 8.1 above, (ii) pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser’s compliance therewith) or (iii) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration under Section 5 of the Securities Act is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion, except to the extent that the transfer agent requests such legal opinion, any transfer of Securities or the Warrant Shares by a Purchaser to an affiliate (as such term is defined pursuant to Rule 12b-2 promulgated under the Exchange Act) of such Purchaser, provided that the transferee (i) certifies to the Company that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act, (ii) does not request any removal of any existing legends on any certificate evidencing the Securities or the Warrant Shares, and (iii) agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Purchasers.” Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 5.4. (b) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Purchaser hereby covenants that such Purchaser will not sell any Securities or Warrant Shares initially issued upon the exercise of pursuant to any Warrant and each certificate issued to Prospectus during a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this WarrantSuspension. (c) The Company covenants that it will file all reports required None of the Securities or Warrant Shares shall be transferable except upon the conditions specified in this Section 8, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Securities or Warrant Shares held by such Purchaser to agree to take and Exchange Commission, hold such Securities or Warrant Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 8 if and to the extent required from time that such Securities continue to time be restricted securities in the hands of the transferee. In the case of a partnership distribution by any Purchaser, the foregoing agreement may be evidenced by a unilateral instruction letter or similar notice provided by the Purchaser to enable each transferee referencing this Agreement and informing the Holder transferee that, by accepting the distribution of the Securities or the Warrant Shares, the transferee will be subject to sell the provisions and conditions specified in this Warrant Section 8 if and to the extent that such Securities or any Warrant Shares without registration continue to be restricted securities in the hands of the transferee. (d) Each Purchaser covenants that such Purchaser will sell or transfer any Securities and Warrant Shares in accordance with the applicable Registration Statement (to the extent such Purchaser is not relying on clauses (ii) or (iii) of Section 8.4(a) hereof), the Securities Act, applicable state securities laws and, to the extent the exemption from prospectus delivery requirements in Rule 172 under the Securities Act pursuant to Rule 144 ("Rule 144") is not available, the requirement of delivering a current prospectus in connection with any proposed transfer or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under sale of the Securities Act). Upon the request of the Holderor Warrant Shares; provided however, the Company will deliver notwithstanding anything to the Holder a notice stating whether it has complied with contrary herein, in no event shall the Purchaser be liable for any violation of such requirements. The Company covenants that it will provide to each holder laws, rules or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all regulations to the extent required such violation results from time a breach by the Company of any representation, warranty or covenant of the Company in any Transaction Document or the failure by such Purchaser is directly caused by the Company’s failure to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge provide written notice of a Suspension to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementPurchaser.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act Purchaser and any applicable state securities laws. (b) Each Warrant shall bear on subsequent holder of a certificate of Securities bearing the face thereof a restrictive legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in Section 4.02 (hereinafter in this Warrant.Section 4 called the "Holder") by acceptance thereof agrees, prior to any transfer or attempted transfer of such Security, to give written notice to the Company of such Holder's intention to effect such transfer (the "notice of transfer"). Each such notice of transfer shall describe the manner and circumstances of the proposed transfer in reasonable detail and shall contain an undertaking by the person giving such notice to furnish such further information as may reasonably be required by the Company or counsel referred to below. Promptly upon receiving any such notice of transfer, the following provisions shall apply: (ci) The Company covenants that it will file all reports required to be filed by it with If such notice of transfer does not include an opinion of counsel for the Holder concerning the transferability of the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act Act, the Company shall promptly submit copies of the notice of transfer to its counsel. If in the opinion of such counsel, the proposed transfer of such Security may be effected without registration under the Securities Act, the Company shall as promptly as is practicable so notify the Holder and the transfer agent of such Security and such Holder shall thereupon be entitled to transfer such Security in accordance with the terms of the notice delivered by such Holder to the Company. Each certificate representing a Security issued upon the transfer of any such Security shall bear the restrictive legend set forth above if in the opinion of such counsel such legend is required in order to insure compliance with the applicable provisions of the Securities Act; (ii) If, in the opinion of such counsel, the proposed transfer of such Security may not be effected without registration under the Securities Act, the Company shall as promptly as is practicable so notify the Holder. The Holder thereof, agrees, as to such Security, by acceptance thereof, that if the proposed transfer cannot, in the reasonable opinion of such counsel, be effected without registration under the Securities Act, such Holder will not transfer such Security unless it has been registered under the Securities Act, or unless the staff of the Securities and Exchange Commission has stated in writing that it would raise no objection with respect to the proposed transfer. The restrictions imposed by this Section 4 upon the transferability of any particular Security shall cease and terminate concurrently with the sale or other disposition thereof pursuant to and in the manner contemplated by an effective registration statement under the Securities Act, or pursuant to and in accordance with Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") promulgated under the Securities Act (or any similar rule then in effect -------- --------- promulgated or regulation hereafter promulgated). Whenever the restrictions imposed by the Commission under Section 4 shall terminate, as hereinabove provided, the Holder of any Security as to which such restrictions shall have terminated shall be entitled to receive from the Company one or more new certificates of such Security not bearing the restrictive legend set forth above and not containing any other reference to the restrictions imposed by this Section 4. (iii) If the Holder delivers with the notice of transfer an opinion of Holder's counsel confirming the transferability of the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant Act, the Company shall as promptly as is practicable so notify the transfer agent, if any, of such Security and such Holder shall thereupon be entitled to Rule 144A. (e) The Company understands immediately receive from the initial Holder hereof that Company one or more new certificates of such Security not bearing the initial Holder is purchasing this Warrant solely by and for its own account, for investment, restrictive legend set forth above and not for subdivision, fractionalization, resale or distribution, that containing any other reference to the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else restrictions imposed by this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.Section

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, Shares that would constitute a sale within the Issued Warrant Shares or any portion thereof would be prohibited by meaning of the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except (i) as contemplated in the Registration Statement referred to in Section 6.1 above, (ii) pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser's compliance therewith) or (iii) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 7. (b) Each Warrant shall bear on Purchaser acknowledges that there may occasionally be times when the face thereof a legend substantially in Company must suspend the form use of the notice endorsed on prospectus forming a part of the first page of this WarrantRegistration Statement until such time as an amendment or supplement to the Registration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each certificate representing Issued Warrant Purchaser hereby covenants that such Purchaser will not sell any Shares initially issued upon pursuant to said prospectus during the exercise period commencing at the time at which the Company gives the Purchasers written notice of any Warrant the suspension of the use of said prospectus and each certificate issued ending at the time the Company gives the Purchasers written notice that the Purchasers may thereafter effect sales pursuant to a subsequent transferee said prospectus. The Company agrees to file such amendment, supplement or report as soon as practicable following such notice of such certificate shall bear all legends and be subject to the conditions set forth in this Warrantsuspension. (c) The Company covenants that it will file all reports required Upon any sale of Shares pursuant to the Registration Statement, each Purchaser shall deliver to the transfer agent a certificate of subsequent sale in the form attached hereto as Appendix F. (d) None of the Shares shall be filed by it transferable except upon the conditions specified in this Section 6, which are intended to ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Shares held by such Purchaser to agree to take and Exchange Commission, hold such Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 6 if and to the extent required from time that such Shares continue to time to enable be restricted securities in the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request hands of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementtransferee.

Restrictions on Transferability. (a) Neither this Warrant nor The Purchaser acknowledges that the Issued Warrant Preferred Shares shall be transferable to and the extent any transfer Conversion Shares issuable upon the conversion of the WarrantPreferred Shares have not been registered under the Securities Act and, except as provided in the Issued Warrant Shares or any portion thereof would be prohibited by Registration Rights Agreement, such shares are not being registered under the Securities Act and may not be transferred (and the Company shall have the right to refuse to transfer such securities) unless (i) in accordance with Regulation S, (ii) registered under the Securities Act, or (iii) an exemption from registration exists and the holder of such shares shall have delivered written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters, to the effect that such transfer may be effected without registration of such shares under the Securities Act, in which event, the holder of the shares being transferred shall not consummate the transfer until (1) the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions of this Agreement or (2) such holder shall have delivered to the Company an opinion of such counsel that no subsequent transfer of such Preferred Shares or Conversion Shares shall require registration under the Securities Act. Promptly upon receipt of any applicable state securities lawsopinion described in clause (iii) of the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Preferred Shares or Conversion Shares being transferred that do not bear the legend set forth in Section 8.2. (b) Each Warrant shall bear on the face thereof The Purchaser covenants that (i) it is not, and does not intend to be a legend substantially "distributor" (as such term is defined in the form Regulation S) of the notice endorsed Preferred Shares or the Conversion Shares, but if it so acts then the Purchaser will comply with all applicable requirement under Regulation S in connection therewith, (ii) it will not offer or sell the Preferred Shares or the Conversion Shares within the United States or to, or for the benefit of, any "U.S. Person" (as such term is defined in Regulation S) except in accordance with the provisions of Rule 903 or Rule 904 of Regulation S or pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with all applicable laws and (iii) neither the Purchaser or its affiliates nor any person acting on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of their behalf have engaged or will engage in "directed selling efforts" (as such certificate shall bear all legends and be subject term is defined in Regulation S) with respect to the conditions set forth in this Warrant.Preferred Shares and the Conversion Shares and that each of them has complied and will comply with the "offering restrictions" requirements of Regulation S. (c) The Company covenants Purchaser acknowledges that it will file all reports required to be filed by it with any sale of the Securities and Exchange Commission, and that it will take such further action as Preferred Shares or the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Conversion Shares without registration made in reliance upon Rule 144 promulgated under the Securities Act pursuant may be made only in accordance with the terms of that Rule and further, if that Rule is not applicable, any resale of the Preferred Shares or the Conversion Shares under circumstances in which the seller or the person through whom the sale is made may be deemed to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then be an underwriter, as such term is defined in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied and may require compliance with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission some other exemption under the Securities Act in respect or the rules and regulations of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementSEC thereunder.

Restrictions on Transferability. (a) Neither The Registrable Securities shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Warrant nor Agreement, which conditions are intended to ensure compliance with the Issued Warrant Shares shall be transferable provisions of the Securities Act. The Shareholders will cause any proposed purchaser, assignee, transferee, or pledgee of the Registrable Securities held by them to agree to take and hold such securities subject to the extent any transfer of provisions and upon the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act and any applicable state securities lawsconditions specified in this Agreement. (b) Each Warrant certificate representing Registrable Securities shall bear on (unless otherwise permitted by the face thereof provisions of Section 2(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws or otherwise): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RIGHTS TO REGISTER THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS The Shareholders consent to the Company making a notation on its records and giving instructions to any transfer agent of the notice endorsed Registrable Securities in order to implement the restrictions on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth transfer established in this WarrantAgreement. (c) The Company covenants that it will file Each Shareholder agrees not to make any disposition of all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without portion of any Registrable Securities unless and until: (i) There is in effect a registration statement under the Securities Act pursuant covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) The Shareholder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, which proposed disposition may not be made prior to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated the first anniversary of this Agreement and, if reasonably requested by the Commission Company, the Shareholder shall furnish the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition shall not require registration of such shares under the Securities Act). Upon It is agreed, however, that no such opinion will be required for Rule 144 or Rule 144A transactions. (iii) Notwithstanding the request provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for (A) a transfer by a Shareholder to a member of his immediate family, to trusts for the benefit of members of his immediate family, (B) the pledge or hypothecation of the HolderRegistrable Securities as security for obligations, and (C) with the Company will deliver Company's prior consent, which shall not be unreasonably withheld, a transfer by Ledecky to Ironbound Partners or another investment partnership controlled by him; provided, that such transferee or pledgee agrees in writing to be subject to all of the terms hereof and that any such transferee or pledgee of Ledecky agrees in writing to be subject to all of the terms of the Voting Agreement of even date herewith between Ledecky and S. Leslxx Xxxxxx XXX to the Holder a notice stating whether same extent as if he, she or it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementwere Ledecky.

Restrictions on Transferability. (a) Neither this Warrant nor Each Purchaser agrees that it will not effect any disposition of the Issued Securities or Warrant Shares shall that would or could reasonably be transferable expected to lead to, or result in or constitute a sale within the extent any transfer meaning of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except (i) for the Registrable Securities, as contemplated in the Registration Statement referred to in Section 6.1 above, (ii) for the Registrable Securities, pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser’s compliance therewith) or (iii) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 7. (b) Each Warrant shall bear on Purchaser acknowledges that there may occasionally be times when the face thereof a legend substantially in Company must suspend the form use of the notice endorsed on prospectus forming a part of the first page of this WarrantRegistration Statement until such time as an amendment or supplement to the Registration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each certificate representing Issued Warrant Shares initially issued upon Purchaser hereby covenants that such Purchaser will not sell any Registrable Securities pursuant to said prospectus during the exercise period commencing at the time at which the Company gives the Purchasers written notice of any Warrant the suspension of the use of said prospectus and each certificate issued ending at the time the Company gives the Purchasers written notice that the Purchasers may thereafter effect sales pursuant to a subsequent transferee said prospectus. The Company agrees to file such amendment, supplement or report as soon as practicable following such notice of such certificate shall bear all legends and be subject to the conditions set forth in this Warrantsuspension. (c) The Company covenants that it will file all reports required Upon any sale of Registrable Securities pursuant to the Registration Statement, each Purchaser shall deliver to the transfer agent a certificate of subsequent sale in the form attached hereto as Appendix F. (d) None of the Securities or Warrant Shares shall be filed by it transferable except upon the conditions specified in this Section 6, which are intended to ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Securities or the Warrant Shares held by such Purchaser to agree to take and Exchange Commission, hold such Securities or Warrant Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 6 if and to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration under the that such Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required continue to be delivered under paragraph (d)(4) restricted securities in the hands of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementtransferee.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent any transfer of the Warrant, the Issued Warrant Shares or any portion thereof would be prohibited by the Securities Act Purchaser and any applicable state securities laws. (b) Each Warrant shall bear on subsequent holder of a certificate of Securities bearing the face thereof a restrictive legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in Section 4.02 (hereinafter in this Warrant.Section 4 called the "Holder") by acceptance thereof agrees, prior to any transfer or attempted transfer of such Security, to give written notice to the Company of such Holder's intention to effect such transfer (the "notice of transfer"). Each such notice of transfer shall describe the manner and circumstances of the proposed transfer in reasonable detail and shall contain an undertaking by the person giving such notice to furnish such further information as may reasonably be required by the Company or counsel referred to below. Promptly upon receiving any such notice of transfer, the following provisions shall apply: (ci) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take If such further action as notice of transfer does not include an opinion of counsel for the Holder may reasonably request, all to concerning the extent required from time to time to enable transferability of the Holder to sell this Warrant or any Warrant Shares securities without registration under the Securities Act Act, the Company shall promptly submit copies of the notice of transfer to its counsel. If in the opinion of such counsel, the proposed transfer of such Security may be effected without registration under the Securities Act, the Company shall as promptly as is practicable so notify the Holder and the transfer agent of such Security and such Holder shall thereupon be entitled to transfer such Security in accordance with the terms of the notice delivered by such Holder to the Company. Each certificate representing a Security issued upon the transfer of any such Security shall bear the restrictive legend set forth above if in the opinion of such counsel such legend is required in order to insure compliance with the applicable provisions of the Securities Act; (ii) If, in the opinion of such counsel, the proposed transfer of such Security may not be effected without registration under the Securities Act, the Company shall as promptly as is practicable so notify the Holder. The Holder thereof, agrees, as to such Security, by acceptance thereof, that if the proposed transfer cannot, in the reasonable opinion of such counsel, be effected without registration under the Securities Act, such Holder will not transfer such Security unless it has been registered under the Securities Act, or unless the staff of the Securities and Exchange Commission has stated in writing that it would raise no objection with respect to the proposed transfer. The restrictions imposed by this Section 4 upon the transferability of any particular Security shall cease and terminate concurrently with the sale or other disposition thereof pursuant to and in the manner contemplated by an effective registration statement under the Securities Act, or pursuant to and in accordance with Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") promulgated under the Securities Act (or any similar rule then in effect -------- --------- promulgated or regulation hereafter promulgated). Whenever the restrictions imposed by the Commission under Section 4 shall terminate, as hereinabove provided, the Holder of any Security as to which such restrictions shall have terminated shall be entitled to receive from the Company one or more new certificates of such Security not bearing the restrictive legend set forth above and not containing any other reference to the restrictions imposed by this Section 4. (iii) If the Holder delivers with the notice of transfer an opinion of Holder's counsel confirming the transferability of the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant Act, the Company shall as promptly as is practicable so notify the transfer agent, if any, of such Security and such Holder shall thereupon be entitled to Rule 144A. (e) The Company understands immediately receive from the initial Holder hereof that Company one or more new certificates of such Security not bearing the initial Holder is purchasing this Warrant solely by and for its own account, for investment, restrictive legend set forth above and not for subdivision, fractionalization, resale or distribution, that containing any other reference to the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else restrictions imposed by this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementSection.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, Securities that would constitute a sale within the Issued Warrant Shares or any portion thereof would be prohibited by meaning of the Securities Act and or pursuant to any applicable state securities or Blue Sky laws, except as contemplated in the Registration Statement referred to in Section 6.1 above or pursuant to: (i) a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration is not required in connection with the proposed transfer; (ii) Rule 144A promulgated under the Securities Act; or (iii) a "no-action" letter from the SEC to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate, warrant or other security evidencing the securities transferred as above provided shall bear the appropriate restrictive legends set forth in Section 4.6. (b) Each Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment or supplement to the Registration Statement has been filed by the Company and declared effective, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Each Purchaser hereby covenants that such Purchaser will not sell any Shares or Warrant shall bear on Shares pursuant to said prospectus during the face thereof a legend substantially period commencing at the time at which the Company gives the Purchasers written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchasers written notice that the Purchasers may thereafter effect sales pursuant to said prospectus. Notwithstanding the foregoing, the Company will not suspend such use of the prospectus for reason of the occurrence of any non-material events, as determined in good faith by the Company's board of directors. In the event that the Purchasers are prohibited for any reason from selling Shares or Warrant Shares in excess of thirty (30) business days but less than sixty (60) business days in any three hundred sixty-five (365) day period, the Company agrees as liquidated damages (until the Expiration Date, as such term is defined in the form Section 1.1 of the notice endorsed on Warrant) to increase the first page number of shares purchasable under the Warrants by a number of Warrant Shares (collectively, the "Additional Warrant Shares") which is equal to: (i) one-thirtieth of two point five percent (1/30th of 2.5%) of the number of Warrant Shares then exercisable times (ii) the total number of calendar days over such thirty (30) business day limit but less than sixty (60) business days (such last business day, a "Target Date"), rounded to the nearest whole share. In the event that the Purchasers are prohibited from selling Shares or Warrant Shares in excess of sixty (60) business days in any three hundred sixty five (365) day period, then, in addition to any other remedies available under this Agreement and applicable law, the Company shall pay to each Purchaser liquidated damages in a cash amount which is equal to: (i) one-thirtieth of one percent (1/30 of 1%) of the total purchase price of the Shares purchased by such Purchaser pursuant to this Agreement and then beneficially owned by such Purchaser, (ii) times the number of calendar days over such sixty (60) business day limit. On each Target Date (if any), the Company will file with the SEC a new registration statement covering the resale of the Additional Warrant Shares. Such registration statement shall be included within the definition of "Registration Statement" and, with respect to the Additional Warrant Shares, the holders of the Warrants shall be entitled to all of the rights and obligations under Sections 6 and 7 with respect to the Shares and Warrant Shares (including, but not limited to, the receipt of liquidated damages pursuant to Sections 6.2 and 6.3(b) (it being understood that for purposes of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate sentence, "Closing Date" shall bear all legends and be subject to the conditions set forth in this Warrantreplaced with "Target Date")). (c) The Company covenants that it will file all reports required None of the Securities shall be transferable except upon the conditions specified in this Section 6, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Securities held by such Purchaser to agree to take and Exchange Commission, hold such Securities subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 6 if and to the extent required from time that such Securities continue to time to enable be restricted securities in the Holder to sell this Warrant or any Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request hands of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementtransferee.

Restrictions on Transferability. (a) Neither The holder of each certificate representing Shares and Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Warrant nor the Issued Warrant Shares shall be transferable Section 1.2. Each Holder agrees not to the extent make any transfer sale, assignment, transfer, pledge or other disposition of the Warrant, the Issued Warrant Shares all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof would has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be prohibited by bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 1.2 and Section 2, and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and any applicable state such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the transfer of such securities lawswithout registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require prior written notice, opinions of counsel or “no action” letters from the SEC for transactions made pursuant to Rule 144 of the Securities Act (“Rule 144”). (b) Each Warrant Permitted transfers include (i) transfers not involving a change in beneficial ownership, or (ii) transfers of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder, or (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144, as long as the Company is furnished with satisfactory evidence of compliance with such rule, if requested; provided, in each case, that the Holder thereof shall bear on give written notice to the face thereof Company of such Holder's intention to effect such disposition and shall have furnished the Company with a legend substantially in the form detailed description of the notice endorsed on manner and circumstances of the first page proposed disposition. For the avoidance of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon doubt, the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be Preferred Stock is freely transferable, subject to applicable laws and the conditions set forth in this Warranttransferee executing required joinders. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, IF REQUESTED, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTORS’ RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” The Holders consent to the Company covenants that it will file all reports required making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (d) The first legend referring to federal and state securities laws identified in Section 1.2(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be filed by it with removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities and Exchange CommissionAct, and that it will take (ii) such further action as holder provides the Holder may Company with an opinion of counsel reasonably request, all acceptable to the extent required from time Company to time to enable the Holder to sell this Warrant effect that a public sale or any Warrant Shares transfer of such securities may be made without registration under the Securities Act Act, or (iii) such holder provides the Company with reasonable assurances, which may, at the option of the Company, include an opinion of counsel satisfactory to the Company, that such securities can be sold pursuant to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, the Issued Warrant Shares or any portion thereof its right to purchase the Shares that would be prohibited by constitute a sale within the meaning of the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except (i) as contemplated in the Registration Statement referred to in Section 8.1 above, (ii) pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser’s compliance therewith) or (iii) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration under Section 5 of the Securities Act is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 5.4. (b) Each Warrant shall bear on the face thereof Purchaser hereby covenants that such Purchaser will not sell any Shares pursuant to any Prospectus during a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this WarrantSuspension. (c) The Company covenants that it will file all reports required None of the Shares shall be transferable except upon the conditions specified in this Section 8, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Shares held by such Purchaser to agree to take and Exchange Commission, hold such Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 8 if and to the extent required that such Shares continue to be restricted securities in the hands of the transferee. In the case of a partnership distribution by any Purchaser, the foregoing agreement may be evidenced by a unilateral instruction letter or similar notice provided by the Purchaser to each transferee referencing this Agreement and informing the transferee that, by accepting the distribution of the Shares, the transferee will be subject to the provisions and conditions specified in this Section 8 if and to the extent that such Shares continue to be restricted securities in the hands of the transferee. (d) Subject to Section 10 hereof, each Purchaser covenants that such Purchaser will sell or transfer any Shares in accordance with the applicable Registration Statement (to the extent such Purchaser is not relying on clauses (ii) or (iii) of Section 8.4(a) hereof), the Securities Act, applicable state securities laws and, to the extent the exemption from time to time to enable the Holder to sell this Warrant or any Warrant Shares without registration prospectus delivery requirements in Rule 172 under the Securities Act pursuant to Rule 144 ("Rule 144") is not available, the requirement of delivering a current prospectus in connection with any proposed transfer or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request sale of the HolderShares; provided, the Company will deliver however, notwithstanding anything to the Holder a notice stating whether it has complied with contrary herein, in no event shall the Purchaser be liable for any violation of such requirements. The Company covenants that it will provide to each holder laws, rules or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all regulations to the extent required such violation results from time a breach by the Company of any representation, warranty or covenant of the Company in this Agreement or any document delivered hereunder or thereunder or the failure by such Purchaser is directly caused by the Company’s failure to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge provide written notice of a Suspension to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementPurchaser.

Restrictions on Transferability. (a) Neither this Warrant nor the Issued Warrant Shares shall be transferable to the extent Each Purchaser agrees that it will not effect any transfer disposition of the Warrant, Securities or the Issued Warrant Shares or any portion thereof its right to purchase the Securities or the Warrant Shares that would be prohibited by constitute a sale within the meaning of the Securities Act and or pursuant to any applicable state securities lawsor Blue Sky laws of any state, except (i) as contemplated in the Registration Statement referred to in Section 8.1 above, (ii) pursuant to the requirements of Rule 144 (in which case such Purchaser will provide the Company with reasonable evidence of such Purchaser’s compliance therewith) or (iii) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration under Section 5 of the Securities Act is not required in connection with the proposed transfer; whereupon the holder of such securities shall be entitled to transfer such securities. Each certificate evidencing the securities transferred as above provided shall bear the appropriate restrictive legends as may be required by Section 5.4. (b) Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing Issued Purchaser hereby covenants that such Purchaser will not sell any Securities or Warrant Shares initially issued upon the exercise of pursuant to any Warrant and each certificate issued to Prospectus during a subsequent transferee of such certificate shall bear all legends and be subject to the conditions set forth in this WarrantSuspension. (c) The Company covenants that it will file all reports required None of the Securities or Warrant Shares shall be transferable except upon the conditions specified in this Section 8, which are intended to be filed by it ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed transferee of the Securities or Warrant Shares held by such Purchaser to agree to take and Exchange Commission, hold such Securities or Warrant Shares subject to the provisions and that it will take such further action as upon the Holder may reasonably request, all conditions specified in this Section 8 if and to the extent required from time to time to enable the Holder to sell this Warrant that such Securities or any Warrant Shares without registration continue to be restricted securities in the hands of the transferee. In the case of a partnership distribution by any Purchaser, the foregoing agreement may be evidenced by a unilateral instruction letter or similar notice provided by the Purchaser to each transferee referencing this Agreement and informing the transferee that, by accepting the distribution of the Securities or Warrant Shares, the transferee will be subject to the provisions and conditions specified in this Section 8 if and to the extent that such Securities or Warrant Shares continue to be restricted securities in the hands of the transferee. (d) Subject to Article 10 hereof, each Purchaser covenants that such Purchaser will sell or transfer any Securities and Warrant Shares in accordance with the applicable Registration Statement (to the extent such Purchaser is not relying on clauses (ii) or (iii) of Section 8.4(a) hereof), the Securities Act, applicable state securities laws and, to the extent the exemption from prospectus delivery requirements in Rule 172 under the Securities Act pursuant to Rule 144 ("Rule 144") is not available, the requirement of delivering a current prospectus in connection with any proposed transfer or Rule 144A ("Rule 144A") (or any similar rule then in effect -------- --------- promulgated by the Commission under sale of the Securities Act). Upon the request of the Holderor Warrant Shares; provided, the Company will deliver however, notwithstanding anything to the Holder a notice stating whether it has complied with contrary herein, in no event shall the Purchaser be liable for any violation of such requirements. The Company covenants that it will provide to each holder laws, rules or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all regulations to the extent required such violation results from time a breach by the Company of any representation, warranty or covenant of the Company in this Agreement, the Warrants or any document delivered hereunder or thereunder or the failure by such Purchaser is directly caused by the Company’s failure to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge provide written notice of a Suspension to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementPurchaser.

Restrictions on Transferability. Each Seller, and any subsequent holder of a certificate of Buyer Stock bearing the restrictive legend set forth in Section 3.02, (ahereinafter in this Section 3 called the "Holder") Neither this Warrant nor by acceptance thereof agrees, prior to any transfer or attempted transfer of such Buyer Stock, to give written notice to Buyer of such Holder's intention to effect such transfer. Each such notice shall describe the Issued Warrant Shares manner and circumstances of the proposed transfer in reasonable detail, and shall be transferable contain an undertaking by the person giving such notice to furnish an opinion of counsel for the Holder with respect to the extent proposed sale, and such further information as may reasonably be required by Buyer or counsel referred to below. Promptly upon receiving any such notice, Buyer shall submit copies thereof to its counsel, and the following provisions shall apply: (i) If, in the opinion of such counsel, the proposed transfer of the Warrant, the Issued Warrant Shares or any portion thereof would such Buyer Stock may be prohibited by effected without registration under the Securities Act Act, Buyer shall as promptly as is practicable so notify the Holder of such Stock, and any applicable state securities laws. (b) Each Warrant such Holder shall bear on thereupon be entitled to transfer such Stock in accordance with the face thereof a legend substantially in the form terms of the notice endorsed on the first page of this Warrantdelivered by such Holder to Buyer. Each certificate representing Issued Warrant Shares initially of Buyer Stock issued upon the exercise transfer of any Warrant and each certificate issued to a subsequent transferee such Stock shall bear the restrictive legend set forth above if in the opinion of such certificate shall bear all legends and be subject counsel such legend is required in order to insure compliance with the conditions set forth in this Warrant.applicable provisions of the Securities Act; (cii) The Company covenants that it will file all reports required to If, in the opinion of such counsel, the proposed transfer of such Buyer Stock may not be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act of such Stock, Buyer shall as promptly as is practicable so notify the Holder. The Holder thereof, agrees, as to such Stock, by acceptance thereof, that if the proposed transfer by him cannot, in the opinion of such counsel, be effected without such Stock under the Securities Act, such Holder will not transfer such securities unless they have been registered under the Securities Act by Buyer, as hereinafter provided, or unless the staff of the Securities and Exchange Commission has stated in writing that it would raise no objection with respect to the proposed transfer. The restrictions imposed by this Section 3 upon the transferability of any particular share or shares of Buyer Stock shall cease and terminate concurrently with the sale or other disposition thereof pursuant to and in the manner contemplated by an effective registration statement under the Securities Act, or pursuant to and in accordance with Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") promulgated under the Securities Act, (or any similar rule then in effect -------- --------- promulgated or regulation hereafter promulgated). Whenever the restrictions imposed by the Commission under the Securities Act). Upon the request of the HolderSection 3 shall terminate, as hereinabove provided, the Company will deliver Holder of any Buyer Stock as to which such restrictions shall have terminated shall be entitled to receive from Buyer one or more new certificates of Buyer Stock not bearing the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investmentrestrictive legend set forth above, and not for subdivision, fractionalization, resale or distribution, that containing any other reference to the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else restrictions imposed by this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementSection 3.

Restrictions on Transferability. (a) Neither The Securities shall not be ------------------------------- transferable in the absence of a registration under the Securities Act or an exemption therefrom or in the absence of compliance with any term of this Warrant nor the Issued Warrant Shares Agreement. The Company shall be transferable entitled to give stop transfer instructions to the extent transfer agent with respect to the Securities in order to enforce the foregoing restrictions. The following provisions shall govern the transfer of the Securities: 6.1.1. AHP, and any other holder of any Securities by acceptance thereof, agrees that, prior to any transfer of any Securities, such holder will give written notice to the WarrantCompany of such holder's intention to effect such transfer and to comply in all other respects with the provisions of this Section 6.1. Unless waived by the Company, each such notice shall be accompanied by an opinion of counsel for such holder (who may be the Issued Warrant Shares inside or any portion thereof would staff counsel employed by such holder), as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such transfer and stating the factual and statutory bases relied upon by counsel. The following provisions shall then apply: 6.1.1.1. If in the opinion of counsel for the Company the proposed transfer of such Securities may be prohibited by effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Securities shall be entitled to transfer such Securities in accordance with the intended method of disposition specified in the statement delivered by such holder to the Company. (b) Each Warrant shall bear on the face thereof a legend substantially 6.1.1.2. If in the form opinion of counsel for the notice endorsed on Company the first page of this Warrant. Each certificate representing Issued Warrant Shares initially issued upon the exercise of any Warrant and each certificate issued to a subsequent transferee proposed transfer of such certificate shall bear all legends and Securities may not be subject to the conditions set forth in this Warrant. (c) The Company covenants that it will file all reports required to be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Securities shall not be entitled to transfer such Securities until the requisite registration or qualification is effective. 6.1.1.3. If Securities are sold or otherwise transferred hereunder with the restrictive legends thereon, any such transferee of such Securities shall agree in writing to be bound by the restrictions on transfer set forth in this Section 6 prior to the transfer of the Securities. 6.1.2. Each certificate evidencing the Securities issued upon such transfer (and each certificate evidencing any untransferred balance of such Securities) shall bear the legend set forth in Section 6.2 hereof unless (i) in the opinion of counsel (reasonably acceptable to the Company) addressed to the Company the registration of future transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Company shall have waived the requirement of such legend; or (iii) in the opinion of counsel to the Company, such transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 ("Rule 144") or Rule 144A ("Rule 144A"or similar or successor rule) (or any similar rule then in effect -------- --------- promulgated by the Commission under the Securities Act). Upon the request of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission under the Securities Act in respect of a transaction qualifying for an exemption under Rule 144A and it will take such further action as a Holder may reasonably request, all to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement in compliance with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementapplicable state securities laws.

Restrictions on Transferability. Each Seller and any subsequent holder of a certificate of Buyer Stock bearing the restrictive legend set forth in Section 3.02 (ahereinafter in this Section 3 called the "Holder") Neither this Warrant nor by acceptance thereof agrees, prior to any transfer or attempted transfer of such Buyer Stock, to give written notice to Buyer of such Holder's intention to effect such transfer. Each such notice shall describe the Issued Warrant Shares manner and circumstances of the proposed transfer in reasonable detail and shall be transferable contain an undertaking by the person giving such notice to furnish on opinion of counsel for the Holder with respect to the extent proposed sale and such further information as may reasonably be required by Buyer or counsel referred to below. Promptly upon receiving any such notice, Buyer shall submit copies thereof to its counsel and the following provisions apply: (i) If, in the opinion of such counsel, the proposed transfer of the Warrant, the Issued Warrant Shares or any portion thereof would such Buyer Stock may be prohibited by effected without registration under the Securities Act Act, Buyer shall as promptly as is practicable so notify the Holder os such Stock and any applicable state securities laws. (b) Each Warrant such Holder shall bear on thereupon be entitled to transfer such Stock in accordance with the face thereof a legend substantially in the form terms of the notice endorsed on the first page of this Warrantdelivered by such Holder to Buyer. Each certificate representing Issued Warrant Shares initially of Buyer Stock issued upon the exercise transfer of any Warrant and each certificate issued to a subsequent transferee such Stock shall bear the restrictive legend set forth above if in the opinion of such certificate shall bear all legends counsel and be subject legend is required in order to insure compliance with the conditions set forth in this Warrant.applicable provisions of the Securities Act: (cii) The Company covenants that it will file all reports required to If, in the opinion of such counsel, the proposed transfer of such Buyer Stock may not be filed by it with the Securities and Exchange Commission, and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell this Warrant or any Warrant Shares effected without registration under the Securities Act pursuant of such Stock, Buyer shall as promptly as is practicable so notify the Holder. the Holder thereof, agrees, as a condition to Rule 144 ("Rule 144") or Rule 144A ("Rule 144A") (or any similar rule then the issuance thereof, that if the proposed transfer by him cannot, in effect -------- --------- promulgated by the Commission opinion of such counsel, be effected without registration os such Stock under the Securities Act). Upon , such Holder will not transfer such securities unless they have been registered under the request Securities Act by Buyer or unless the staff of the Holder, the Company will deliver to the Holder a notice stating whether it has complied with such requirements. The Company covenants that it will provide to each holder or any prospective purchaser of this Warrant or Warrant Shares the information required to be delivered under paragraph (d)(4) of Rule 144A (or any similar provision then in effect) promulgated by the Securities and Exchange Commission has stated in writing that it would raise no objection with respect to the proposed transfer. The restrictions imposed by this Section 3 upon the transferability of any particular share or shares of Buyer Stock shall cease and terminate concurrently with the sale or other disposition thereof pursuant to and in the manner contemplated by an effective registration statement under the Securities Act, or pursuant to and in accordance with Rule 144 promulgated under the Securities Act in respect (or similar rule or regulation hereafter promulgated). Whenever the restrictions imposed by the Section 3 shall terminate, as hereinabove provided, the Holder of a transaction qualifying for an exemption under Rule 144A any Buyer Stock as to which such restrictions shall have terminated shall be entitled to receive from Buyer one or more new certificates of Buyer Stock not bearing the restrictive legend set forth above and it will take such further action as a Holder may reasonably request, all not containing any other reference to the extent required from time to time, to enable such Holder to sell its Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144A. (e) The Company understands from the initial Holder hereof that the initial Holder is purchasing restrictions impose by this Warrant solely by and for its own account, for investment, and not for subdivision, fractionalization, resale or distribution, that the initial Holder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else this Warrant, or any part hereof; and that the initial Holder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangementSection 3.