Common use of RESTRICTIONS UPON TRANSFER Clause in Contracts

RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution. (b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of any of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Company. (c) Nothing in this Agreement shall be construed as a modification of any existing agreements with respect to the gift, sale, purchase, transfer, pledge, hypothecation, or other disposition or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement. (d) The Optionee acknowledges that the certificate(s) evidencing ownership of the Common Stock will be stamped or otherwise imprinted on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the federal Securities Act of 1933, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares." (e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available. (f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act. (1) If the Company at any time elects or proposes to register any of its shares of Common Stock (the "Registration Shares") under the 1933 Act on forms X-0, X-0, X-0 or XX-0, XX-0 or any other form in effect at such time for the registration of securities to be sold for cash (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which shares of Common Stock owned by any other shareholder of the Company are to be registered, the Company shall give prompt written notice (the "Registration Notice") to the Optionee of its intention to register the Registration Shares. (2) Within fifteen (15) days after the Registration Notice shall have been given to the Optionee, the Optionee may give written notice to the Company of exercise of all, or a portion of the Option (the "Optionee Notice"), accompanied by payment of the Option Price in accordance with Section 1 hereof, stating the number of shares Optionee elects to be included among the Registration Shares (which number may include shares held by Optionee as a result of prior exercises of this Option, or otherwise) (the "Optionee's Included Shares"). (3) The Company shall use reasonable efforts to register the Optionee's Included Shares under the Securities Act of 1933 and any state securities acts, if necessary, designated by the Optionee in the Optionee Notice. The Company shall have the right to withdraw and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. (4) The Company shall not be required to include any of the Optionee's Included Shares in any Registration Statement unless the Optionee agrees, if so requested by the Company, to: (i) offer and sell the Optionee's Included Shares to or through an underwriter selected by the Company and, to the extent possible, on substantially the same terms and conditions under which the Registration Shares are to be offered and sold; (ii) comply with any arrangements, terms and conditions with respect to the offer and sale of the Optionee's Included Shares to which the Company may be required to agree; and (iii) enter into any underwriting agreement containing customary terms and conditions. (5) If the offering of the Registration Shares by the Company is, in whole or in part, an underwritten public offering, and if the managing underwriter determines and advises the Company in writing that the inclusion in such Registration Statement of all of the Shares, together with the stock of other persons who have a right to include their stock in the Registration Statement (collectively referred to as the "Aggregate Shares"), would adversely affect the marketability of the offering of the Registration Shares, then the Optionee and such other holders shall be entitled to register the portion of such number of Aggregate Shares as the managing underwriter determines may be included without such adverse effects (collectively, "Aggregate Underwriter Shares"), subject to the terms, exceptions and conditions of this Section 5(g). The number of Aggregate Underwriter Shares which the Optionee shall be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied by a fraction, the numerator of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shares. (6) The Company shall bear all costs and expenses of registration of the Registration Shares, including Optionee's Included Shares. (7) It shall be a condition precedent to the Company's obligation to register any of Optionee's Included Shares that the Optionee shall provide the Company with all information and documents, and shall execute, acknowledge, seal and deliver all documents reasonably necessary, to enable the Company to comply with the 1933 Act, the State Acts, and all applicable laws, rules and regulations of the SEC or of any state securities law authorities.

RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution. (b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of any of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Company. (c) Nothing in this Agreement shall be construed as a modification of any existing agreements with respect to the gift, sale, purchase, transfer, pledge, hypothecation, or other disposition or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement. (d) The Optionee acknowledges that the certificate(s) certificate evidencing ownership of the Common Stock will be stamped or otherwise imprinted on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the federal Securities Act of 1933, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or and any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares." (e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available. (f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act. (1) If the Company at any time elects or proposes to register any of its shares of Common Stock (the "Registration Shares") under the 1933 Act on forms X-0, X-0, X-0 or XX-0, XX-0 or any other form in effect at such time for the registration of securities to be sold for cash (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which shares of Common Stock owned by any other shareholder of the Company are to be registered, the Company shall give prompt written notice (the "Registration Notice") to the Optionee of its intention to register the Registration Shares. (2) Within fifteen (15) days after the Registration Notice shall have been given to the Optionee, the Optionee may give written notice to the Company of exercise of all, or a portion of the Option (the "Optionee Notice"), accompanied by payment of the Option Price in accordance with Section 1 hereof, stating the number of shares Optionee elects to be included among the Registration Shares (which number may include shares held by Optionee as a result of prior exercises of this Option, or otherwise) (the "Optionee's Included Shares"). (3) The Company shall use reasonable efforts to register the Optionee's Included Shares under the Securities Act of 1933 and any state securities acts, if necessary, designated by the Optionee in the Optionee Notice. The Company shall have the right to withdraw and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. (4) The Company shall not be required to include any of the Optionee's Included Shares in any Registration Statement unless the Optionee agrees, if so requested by the Company, to: (i) offer and sell the Optionee's Included Shares to or through an underwriter selected by the Company and, to the extent possible, on substantially the same terms and conditions under which the Registration Shares are to be offered and sold; (ii) comply with any arrangements, terms and conditions with respect to the offer and sale of the Optionee's Included Shares to which the Company may be required to agree; and (iii) enter into any underwriting agreement containing customary terms and conditions. (5) If the offering of the Registration Shares by the Company is, in whole or in part, an underwritten public offering, and if the managing underwriter determines and advises the Company in writing that the inclusion in such Registration Statement of all of the Shares, together with the stock of other persons who have a right to include their stock in the Registration Statement (collectively referred to as the "Aggregate Shares"), would adversely affect the marketability of the offering of the Registration Shares, then the Optionee and such other holders shall be entitled to register the portion of such number of Aggregate Shares as the managing underwriter determines may be included without such adverse effects (collectively, "Aggregate Underwriter Shares"), subject to the terms, exceptions and conditions of this Section 5(g). The number of Aggregate Underwriter Shares which the Optionee shall be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied by a fraction, the numerator of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shares. (6) The Company shall bear all costs and expenses of registration of the Registration Shares, including Optionee's Included Shares. (7) It shall be a condition precedent to the Company's obligation to register any of Optionee's Included Shares that the Optionee shall provide the Company with all information and documents, and shall execute, acknowledge, seal and deliver all documents reasonably necessary, to enable the Company to comply with the 1933 Act, the State Acts, and all applicable laws, rules and regulations of the SEC or of any state securities law authorities.

RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the The Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution. (b) Nothing in this Agreement shall be construed in limitation of any restrictions upon need not register a transfer of any of this Warrant unless the Option Shares contained elsewhere, including any restrictions that may be contained conditions specified in the Certificate of Incorporation or the By-Laws of the Company. (c) Nothing in this Agreement shall be construed as a modification of any existing agreements with respect to the gift, sale, purchase, transfer, pledge, hypothecation, or other disposition or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement. (d) The Optionee acknowledges that the certificate(s) evidencing ownership of the Common Stock will be stamped or otherwise imprinted legend on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate front page hereof have not been registered under satisfied. Subject to the federal Securities Act satisfaction of 1933such conditions, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares." (e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof this Warrant and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available. (f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act. (1) If the Company at any time elects or proposes to register any of its shares of Common Stock (the "Registration Shares") under the 1933 Act on forms X-0, X-0, X-0 or XX-0, XX-0 or any other form in effect at such time for the registration of securities to be sold for cash (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which shares of Common Stock owned by any other shareholder of the Company are to be registered, the Company shall give prompt written notice (the "Registration Notice") to the Optionee of its intention to register the Registration Shares. (2) Within fifteen (15) days after the Registration Notice shall have been given to the Optionee, the Optionee may give written notice to the Company of exercise of all, or a portion of the Option (the "Optionee Notice"), accompanied by payment of the Option Price in accordance with Section 1 hereof, stating the number of shares Optionee elects to be included among the Registration Shares (which number may include shares held by Optionee as a result of prior exercises of this Option, or otherwise) (the "Optionee's Included Shares"). (3) The Company shall use reasonable efforts to register the Optionee's Included Shares under the Securities Act of 1933 and any state securities acts, if necessary, designated by the Optionee in the Optionee Notice. The Company shall have the right to withdraw and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. (4) The Company shall not be required to include any of the Optionee's Included Shares in any Registration Statement unless the Optionee agrees, if so requested by the Company, to: (i) offer and sell the Optionee's Included Shares to or through an underwriter selected by the Company and, to the extent possible, on substantially the same terms and conditions under which the Registration Shares are to be offered and sold; (ii) comply with any arrangements, terms and conditions with respect to the offer and sale of the Optionee's Included Shares to which the Company may be required to agree; and (iii) enter into any underwriting agreement containing customary terms and conditions. (5) If the offering of the Registration Shares by the Company isall rights hereunder, in whole or in part, an underwritten public offering, and if shall be registered on the managing underwriter determines and advises books of the Company in writing that to be maintained for such purpose, upon surrender of this Warrant at the inclusion in such Registration Statement of all principal office of the SharesCompany, or the office or agency designated by the Company, together with the stock a written assignment of other persons who have a right to include their stock this Warrant substantially in the Registration Statement (collectively referred form of Exhibit C hereto duly executed by Holder or its agent or duly authorized attorney and funds sufficient to as pay any transfer taxes payable upon the "Aggregate Shares"), would adversely affect the marketability of the offering of the Registration Shares, then the Optionee and such other holders shall be entitled to register the portion making of such number of Aggregate Shares as transfer. Upon such surrender and, if required, such payment, the managing underwriter determines may be included without such adverse effects (collectively, "Aggregate Underwriter Shares")Company shall, subject to the termsconditions set forth in the legend, exceptions execute and conditions deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Section 5(g)Warrant not so assigned, and this Warrant shall promptly be canceled. The number of Aggregate Underwriter Shares which the Optionee shall A Warrant, if properly assigned, may be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied exercised by a fraction, new Holder for the numerator purchase of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shareswithout having a new Warrant issued. (6b) Subject to the conditions set forth in the legend, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or duly authorized attorney. Subject to compliance with this Section 5 as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (c) The Company shall bear all costs prepare, issue and expenses of registration of deliver at its own expense (other than transfer taxes) the Registration Shares, including Optionee's Included Sharesnew Warrant or Warrants under this Section 5. (7d) It shall be a condition precedent The Company agrees to maintain, at its aforesaid office or agency, books for the Company's obligation to register any registration and the registration of Optionee's Included Shares that the Optionee shall provide the Company with all information and documents, and shall execute, acknowledge, seal and deliver all documents reasonably necessary, to enable the Company to comply with the 1933 Act, the State Acts, and all applicable laws, rules and regulations transfer of the SEC or of any state securities law authoritiesWarrants.

RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall immediately terminate this Agreement, all the Options granted hereunder shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution. (b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of any of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Company. (c) Nothing in this Agreement shall be construed as a modification of any existing agreements with respect to the gift, sale, purchase, transfer, pledge, hypothecation, or other disposition or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement. (d) The Optionee acknowledges that the certificate(s) certificate evidencing ownership of the Common Stock will be stamped or otherwise imprinted on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the federal Securities Act of 1933, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares." (e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available. (f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act. (1) If the Company at any time elects or proposes to register any of its shares of Common Stock (the "Registration Shares") under the 1933 Act on forms X-0, X-0, X-0 or XX-0, XX-0 or any other form in effect at such time for the registration of securities to be sold for cash (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which shares of Common Stock owned by any other shareholder of the Company are to be registered, the Company shall give prompt written notice (the "Registration Notice") to the Optionee of its intention to register the Registration Shares. (2) Within fifteen (15) days after the Registration Notice shall have been given to the Optionee, the Optionee may give written notice to the Company of exercise of all, or a portion of the Option (the "Optionee Notice"), accompanied by payment of the Option Price in accordance with Section 1 hereof, stating the number of shares Optionee elects to be included among the Registration Shares (which number may include shares held by Optionee as a result of prior exercises of this Option, or otherwise) (the "Optionee's Included Shares"). (3) The Company shall use reasonable efforts to register the Optionee's Included Shares under the Securities Act of 1933 and any state securities acts, if necessary, designated by the Optionee in the Optionee Notice. The Company shall have the right to withdraw and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. (4) The Company shall not be required to include any of the Optionee's Included Shares in any Registration Statement unless the Optionee agrees, if so requested by the Company, to: (i) offer and sell the Optionee's Included Shares to or through an underwriter selected by the Company and, to the extent possible, on substantially the same terms and conditions under which the Registration Shares are to be offered and sold; (ii) comply with any arrangements, terms and conditions with respect to the offer and sale of the Optionee's Included Shares to which the Company may be required to agree; and (iii) enter into any underwriting agreement containing customary terms and conditions. (5) If the offering of the Registration Shares by the Company is, in whole or in part, an underwritten public offering, and if the managing underwriter determines and advises the Company in writing that the inclusion in such Registration Statement of all of the Shares, together with the stock of other persons who have a right to include their stock in the Registration Statement (collectively referred to as the "Aggregate Shares"), would adversely affect the marketability of the offering of the Registration Shares, then the Optionee and such other holders shall be entitled to register the portion of such number of Aggregate Shares as the managing underwriter determines may be included without such adverse effects (collectively, "Aggregate Underwriter Shares"), subject to the terms, exceptions and conditions of this Section 5(g). The number of Aggregate Underwriter Shares which the Optionee shall be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied by a fraction, the numerator of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shares. (6) The Company shall bear all costs and expenses of registration of the Registration Shares, including Optionee's Included Shares. (7) It shall be a condition precedent to the Company's obligation to register any of Optionee's Included Shares that the Optionee shall provide the Company with all information and documents, and shall execute, acknowledge, seal and deliver all documents reasonably necessary, to enable the Company to comply with the 1933 Act, the State Acts, and all applicable laws, rules and regulations of the SEC or of any state securities law authorities.

RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution. (b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of any of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Company. (c) Nothing in this Agreement shall be construed as a modification of any existing agreements with respect to the gift, sale, purchase, transfer, pledge, hypothecation, or other disposition or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement. (d) The Optionee acknowledges that the certificate(s) certificate evidencing ownership of the Common Stock will be stamped or otherwise imprinted on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the federal Securities Act of 1933, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or and any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares." (e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available. (f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act. (1) If the Company at any time elects or proposes to register any of its shares of Common Stock (the "Registration Shares") under the 1933 Act on forms X-0S-1, X-0S-2, X-0 S-3 or XX-0SB-1, XX-0 SB-2 or any other form in effect at such time for the registration of tixx xxx xxx xxgistxxxxxx xx securities to be sold for cash (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which shares of Common Stock owned by any other shareholder of the Company are to be registered, the Company shall give prompt written notice (the "Registration Notice") to the Optionee of its intention to register the Registration Shares. (2) Within fifteen (15) days after the Registration Notice shall have been given to the Optionee, the Optionee may give written notice to the Company of exercise of all, or a portion of the Option (the "Optionee Notice"), accompanied by payment of the Option Price in accordance with Section 1 hereof, stating the number of shares Optionee elects to be included among the Registration Shares (which number may include shares held by Optionee as a result of prior exercises of this Option, or otherwise) (the "Optionee's Included Shares"). (3) The Company shall use reasonable efforts to register the Optionee's Included Shares under the Securities Act of 1933 and any state securities acts, if necessary, designated by the Optionee in the Optionee Notice. The Company shall have the right to withdraw and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. (4) The Company shall not be required to include any of the Optionee's Included Shares in any Registration Statement unless the Optionee agrees, if so requested by the Company, to: (i) offer and sell the Optionee's Included Shares to or through an underwriter selected by the Company and, to the extent possible, on substantially the same terms and conditions under which the Registration Shares are to be offered and sold; (ii) comply with any arrangements, terms and conditions with respect to the offer and sale of the Optionee's Included Shares to which the Company may be required to agree; and (iii) enter into any underwriting agreement containing customary terms and conditions. (5) If the offering of the Registration Shares by the Company is, in whole or in part, an underwritten public offering, and if the managing underwriter determines and advises the Company in writing that the inclusion in such Registration Statement of all of the Shares, together with the stock of other persons who have a right to include their stock in the Registration Statement (collectively referred to as the "Aggregate Shares"), would adversely affect the marketability of the offering of the Registration Shares, then the Optionee and such other holders shall be entitled to register the portion of such number of Aggregate Shares as the managing underwriter determines may be included without such adverse effects (collectively, "Aggregate Underwriter Shares"), subject to the terms, exceptions and conditions of this Section 5(g). The number of Aggregate Underwriter Shares which the Optionee shall be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied by a fraction, the numerator of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shares. (6) The Company shall bear all costs and expenses of registration of the Registration Shares, including Optionee's Included Shares. (7) It shall be a condition precedent to the Company's obligation to register any of Optionee's Included Shares that the Optionee shall provide the Company with all information and documents, and shall execute, acknowledge, seal and deliver all documents reasonably necessary, to enable the Company to comply with the 1933 Act, the State Acts, and all applicable laws, rules and regulations of the SEC or of any state securities law authorities.

RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution. (b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of any of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Company. (c) Nothing in this Agreement shall be construed as a modification of any existing agreements with respect to the gift, sale, purchase, transfer, pledge, hypothecation, or other disposition or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement. (d) The Optionee acknowledges that the certificate(s) certificate evidencing ownership of the Common Stock will be stamped or otherwise imprinted on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the federal Securities Act of 1933, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or and any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares." (e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available. (f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act. (1) If the Company at any time elects or proposes to register any of its shares of Common Stock (the "Registration Shares") under the 1933 Act on forms X-0, X-0, X-0 or XX-0, XX-0 or any other form in effect at such time for the registration of securities to be sold for cash (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which shares of Common Stock owned by any other shareholder of the Company are to be registered, the Company shall give prompt written notice (the "Registration Notice") to the Optionee of its intention to register the Registration Shares. (2) Within fifteen (15) days after the Registration Notice shall have been given to the Optionee, the Optionee may give written notice to the Company of exercise of all, or a portion of the Option (the "Optionee Notice"), accompanied by payment of the Option Price in accordance with Section 1 hereof, stating the number of shares Optionee elects to be included among the Registration Shares (which number may include shares held by Optionee as a result of prior exercises of this Option, or otherwise) (the "Optionee's Included Shares"). (3) The Company shall use reasonable efforts to register the Optionee's Included Shares under the Securities Act of 1933 and any state securities acts, if necessary, designated by the Optionee in the Optionee Notice. The Company shall have the right to withdraw and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. (4) The Company shall not be required to include any of the Optionee's Included Shares in any Registration Statement unless the Optionee agrees, if so requested by the Company, to: (i) offer and sell the Optionee's Included Shares to or through an underwriter selected by the Company and, to the extent possible, on substantially the same terms and conditions under which the Registration Shares are to be offered and sold; (ii) comply with any arrangements, terms and conditions with respect to the offer and sale of the Optionee's Included Shares to which the Company may be required to agree; and (iii) enter into any underwriting agreement containing customary terms and conditions. (5) If the offering of the Registration Shares by the Company is, in whole or in part, an underwritten public offering, and if the managing underwriter determines and advises the Company in writing that the inclusion in such Registration Statement of all of the Shares, together with the stock of other persons who have a right to include their stock in the Registration Statement (collectively referred to as the "Aggregate Shares"), would adversely affect the marketability of the offering of the Registration Shares, then the Optionee and such other holders shall be entitled to register the portion of such number of Aggregate Shares as the managing underwriter determines may be included without such adverse effects (collectively, "Aggregate Underwriter Shares"), subject to the terms, exceptions and conditions of this Section 5(g). The number of Aggregate Underwriter Shares which the Optionee shall be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied by a fraction, the numerator of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shares. (6) The Company shall bear all costs and expenses of registration of the Registration Shares, including Optionee's Included Shares. (7) It shall be a condition precedent to the Company's obligation to register any of Optionee's Included Shares that the Optionee shall provide the Company with all information and documents, and shall execute, acknowledge, seal and deliver all documents reasonably necessary, to enable the Company to comply with the 1933 Act, the State Acts, and all applicable laws, rules and regulations of the SEC or of any state securities law authorities.;

RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution. (b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of any of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Company. (c) Nothing in this Agreement shall be construed as a modification of any existing agreements with With respect to the giftany offer, sale, purchase, transfer, pledge, hypothecation, sale or other disposition of this Warrant or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement. (d) The Optionee acknowledges that the certificate(s) evidencing ownership of the Common Stock will securities into which such Warrant may be stamped or otherwise imprinted on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the federal Securities Act of 1933, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares." (e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available. (f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act. (1) If the Company at any time elects or proposes to register any of its shares of Common Stock (the "Registration Shares") under the 1933 Act on forms X-0, X-0, X-0 or XX-0, XX-0 or any other form in effect at such time for the registration of securities to be sold for cash (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") pursuant to which shares of Common Stock owned by any other shareholder of the Company are to be registeredexercised, the Company shall give prompt written notice (the "Registration Notice") to the Optionee of its intention to register the Registration Shares. (2) Within fifteen (15) days after the Registration Notice shall have been given to the Optionee, the Optionee may 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 exercise of allsuch Holder's counsel, to the effect that such offer, sale or a portion 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 they are an "accredited" investor as that term is defined under Regulation D of the Option (Securities Act. Upon receiving such written notice and opinion and warranties and representations, if so requested, the "Optionee Notice")Company, accompanied by payment 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 such or similar legend is not placed on all other unregistered securities of the Option Price Company or unless in accordance the opinion of counsel for the Company such legend is not required in order to ensure compliance with Section 1 hereof, stating the number Securities Act. For the sake of shares Optionee elects to be included among clarity – the Registration Shares (which number may include shares held by Optionee as a result of prior exercises foregoing provisions of this OptionSection 10(a) shall not apply to the Warrant or to securities into which such Warrant may be exercised, or otherwise) (after a registration statement with respect to such securities was filed with the "Optionee's Included Shares")SEC and became effective, and for as long as such registration statement is effective. (3b) The Company All transfers of this Warrant shall use reasonable efforts be accompanied by an executed warrant transfer deed, under which the transferee undertakes to register be bound by all obligations of the Optionee's Included Shares Holder under the Securities Act of 1933 and any state securities acts, if necessary, designated by the Optionee in the Optionee Noticethis Warrant. The Company form of the deed of transfer is attached hereto as Exhibit B. (c) Subject to the foregoing and to applicable law, the Holder shall have the right to withdraw transfer this Warrant and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued. (4) The Company shall not be required to include any of the Optionee's Included Shares in any Registration Statement unless the Optionee agrees, if so requested by the Company, to: (i) offer and sell the Optionee's Included Warrant Shares to or through an underwriter selected by the Company and, to the extent possible, on substantially the same terms and conditions under which the Registration Shares are to be offered and sold; (ii) comply with any arrangements, terms and conditions with respect to the offer and sale of the Optionee's Included Shares to which the Company may be required to agree; and (iii) enter into any underwriting agreement containing customary terms and conditionsperson it wishes. (5) If the offering of the Registration Shares by the Company is, in whole or in part, an underwritten public offering, and if the managing underwriter determines and advises the Company in writing that the inclusion in such Registration Statement of all of the Shares, together with the stock of other persons who have a right to include their stock in the Registration Statement (collectively referred to as the "Aggregate Shares"), would adversely affect the marketability of the offering of the Registration Shares, then the Optionee and such other holders shall be entitled to register the portion of such number of Aggregate Shares as the managing underwriter determines may be included without such adverse effects (collectively, "Aggregate Underwriter Shares"), subject to the terms, exceptions and conditions of this Section 5(g). The number of Aggregate Underwriter Shares which the Optionee shall be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied by a fraction, the numerator of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shares. (6) The Company shall bear all costs and expenses of registration of the Registration Shares, including Optionee's Included Shares. (7) It shall be a condition precedent to the Company's obligation to register any of Optionee's Included Shares that the Optionee shall provide the Company with all information and documents, and shall execute, acknowledge, seal and deliver all documents reasonably necessary, to enable the Company to comply with the 1933 Act, the State Acts, and all applicable laws, rules and regulations of the SEC or of any state securities law authorities.