Common use of Securities Law Transfer Restrictions Clause in Contracts

Securities Law Transfer Restrictions. By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

Securities Law Transfer Restrictions. By taking and holding Each Exchanging Member agrees that it shall not offer, sell or otherwise Transfer any Common Stock issued pursuant to this Warrant, Agreement or Parent Series A Voting Preferred Stock issued pursuant to the Holder Cross Purchase Agreement other than (a) to the Parent or the Company; (b) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act; (c) within the United States in accordance with (i) acknowledges Rule 144A under the Securities Act to a person who the seller reasonably believes is a Qualified Institutional Buyer (as defined therein) that neither this Warrant nor any shares is purchasing for its own account or for the account of Common Stock another Qualified Institutional Buyer to whom notice is given that may be issued upon exercise of this Warrant have been registered the offer, sale, or Transfer is being made in reliance on Rule 144A, if available, or (ii) the exemption from registration under the Securities Act provided by Rule 144 thereunder, if applicable; (d) in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities; or (e) pursuant to an effective registration statement under the Securities Act, provided that with respect to sales or Transfers under (x) clauses (b), (c)(i) and, to the extent by an Exchanging Member that is not Table of Contents an Affiliate of the Parent proposing to Transfer such securities or blue sky law pursuant to Rule 144(b)(1) of the Securities Act, (collectively, "Securities Laws"); (iic)(ii) agrees not to sell, transfer or otherwise dispose of this WarrantSection 6.1, and agrees not in each case, only if the Exchanging Member has furnished to sellParent, transfer or otherwise dispose of any such shares of Common Stock without registration unless with a copy to the saleCompany, transfer or disposition of such shares can be effected without registration and in a customary certificate confirming compliance with the Securities Laws; and (iii) agrees not such exemptions, reasonably satisfactory to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein Parent and the Holder has voting control thereoverCompany, (ii) is a member of prior to such sale or Transfer to the Holder's family or a trust for extent requested by the benefit of an individual Holder Company, or (iiiy) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and clauses (b) accepts by written instrument reasonably acceptable or (d), only if the Exchanging Member has furnished to Parent, with a copy to the Company, an opinion of counsel, reasonably satisfactory to Parent and the Company, prior to such sale or Transfer to the extent reasonably requested by the Company, and in each case in accordance with any applicable state securities laws in the United States or securities laws of any other applicable jurisdiction. Each Exchanging Member consents to the Parent and Company each making a notation on its records and giving instructions to any registrar and transfer agent not to record any Transfer of securities of Parent and the Company held by such Exchanging Member without first being notified by the Company that it is reasonably satisfied that such Transfer is exempt from, or not subject to, the registration requirements of the terms and conditions Securities Act. The Company shall promptly notify the Transfer Agent upon reasonably determining that govern this Warrant. Any certificate for shares a proposed Transfer is exempt from, or not subject to, the registration requirements of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities LawsAct.

Securities Law Transfer Restrictions. By taking and holding Each Exchanging Member agrees that it shall not offer, sell or otherwise Transfer any Common Stock issued pursuant to this Warrant, Agreement or Parent Series A Voting Preferred Stock issued pursuant to the Holder Business Combination Agreement other than (a) to the Parent or the Company; (b) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act; (c) within the United States in accordance with (i) acknowledges Rule 144A under the Securities Act to a person who the seller reasonably believes is a Qualified Institutional Buyer (as defined therein) that neither this Warrant nor any shares is purchasing for its own account or for the account of Common Stock another Qualified Institutional Buyer to whom notice is given that may be issued upon exercise of this Warrant have been registered the offer, sale, or Transfer is being made in reliance on Rule 144A, if available, or (ii) the exemption from registration under the Securities Act provided by Rule 144 thereunder, if applicable; (d) in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities; or (e) pursuant to an effective registration statement under the U.S. Securities Act, provided that with respect to sales or Transfers under (x) clauses (b), (c)(i) and, to the extent by an Exchanging Member that is not an Affiliate of the Parent proposing to Transfer such securities or blue sky law pursuant to Rule 144(b)(1) of the Securities Act, (collectively, "Securities Laws"); (iic)(ii) agrees not to sell, transfer or otherwise dispose of this WarrantSection 6.1, and agrees not to sellin each case, transfer or otherwise dispose of any such shares of Common Stock without registration unless only if the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder Exchanging Member has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable furnished to the Company a customary certificate confirming compliance with such exemptions, reasonably satisfactory to the Company, prior to such sale or Transfer to the extent requested by the Company, or (y) clauses (c)(ii)(except with respect to transactions covered in the preceding clause (x)) or (d), only if the Exchanging Member has furnished to the Company an opinion of counsel, reasonably satisfactory to the Company, prior to such sale or Transfer to the extent reasonably requested by the Company, and in each case in accordance with any applicable state securities laws in the United States or securities laws of any other applicable jurisdiction. Each Exchanging Member consents to the Company making a notation on its records and giving instructions to any registrar and transfer agent not to record any Transfer of Exchanging Member Shares without first being notified by the Company that it is reasonably satisfied that such Transfer is exempt from, or not subject to, the registration requirements of the terms and conditions Securities Act. The Company shall promptly notify the Transfer Agent upon reasonably determining that govern this Warrant. Any certificate for shares a proposed Transfer is exempt from, or not subject to, the registration requirements of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities LawsAct.

Securities Law Transfer Restrictions. By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "“Securities Laws"”); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's ’s family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

Securities Law Transfer Restrictions. By taking and holding this Warrant(a) Each Purchaser understands that, except as provided in the Registration Rights Agreement, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any state securities laws, and each Purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), the Securities unless (a) the resale of the Securities is registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act or any applicable state securities or blue sky law due to the applicability of an exemption therefrom; provided that no such opinion of counsel shall be required in connection with a sale of the Securities pursuant to Rule 144 under the Securities Act. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Securities may be made under the registration statement filed by the Company pursuant to the Registration Rights Agreement (collectively, "the “Registration Statement”) and that the Securities Laws")are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Exhibit D hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee the effect that (a)(iA) is an entity as to which the Holder is shares have been sold in accordance with the beneficial owner Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement of at least delivering a majority of the equity therein and the Holder current prospectus has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and been satisfied. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable to the Company each or the Placement Agent that would permit an offering of the terms Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and conditions regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Securities. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Securities without complying with the provisions of the Operative Agreements and such Purchaser acknowledges that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this the certificates evidencing the Shares and each Warrant shall bear an appropriate will be imprinted with a legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Lawsthat prohibits their transference except in accordance therewith.

Securities Law Transfer Restrictions. By taking and holding this Warrant(a) Each Purchaser understands that, except as provided in the Registration Rights Agreement, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Shares have not been registered under the Securities Act or any state securities laws, and each purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), the Shares nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Shares by such Purchaser or any other person or entity unless (a) the Shares are registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act or any applicable state securities or blue sky law due to the applicability of an exemption therefrom. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Shares may be made under the Registration Statement and that the Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (collectively, "Securities Laws")i) in the form of Appendix I hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee the effect that (a)(iA) is an entity as to which the Holder is shares have been sold in accordance with the beneficial owner Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement of at least delivering a majority of the equity therein and the Holder current prospectus has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and been satisfied. (b) accepts Each Purchaser represents and warrants that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable the Company or the Placement Agent that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of Shares, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Shares. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of the Operative Agreements, and such Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transference except in accordance therewith. Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the Registration Statement, until such time as an amendment to the Registration Statement has been filed by the Company each of and declared effective by the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing Commission or until the foregoing restrictions, unless Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this Warrant(a) Each Purchaser understands that, except as provided in the Registration Rights Agreement, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Shares have not been registered under the Securities Act or any state securities laws, and each purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Shares nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Shares by such Purchaser or any other person or entity unless (a) the Shares are registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act or any applicable state securities or blue sky law due to the applicability of an exemption therefrom. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Shares may be made under the Registration Statement and that the Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate Purchaser's Certificate of Subsequent Sale: (collectively, "Securities Laws")i) in the form of Appendix I hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) agrees to the effect that (A) the shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement of delivering a current prospectus has been satisfied. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not to sell, transfer such sale or otherwise dispose position is against the box and regardless of this Warrant when such position was entered into) or any portion thereof purchase, sale or interest therein except as otherwise expressly permitted herein. No grant of any right (including, without limitation, any put or call option) with respect to the Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which its value from the Holder is the beneficial owner of at least a majority Common Stock of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and Company. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable the Company or the Placement Agent that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of Shares, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Shares. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of the Operative Agreements and with all applicable securities laws and regulations, and such Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transference except in accordance therewith. Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the Registration Statement, until such time as an amendment to the Registration Statement has been filed by the Company each of and declared effective by the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing Commission or until the foregoing restrictions, unless Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this Warrant, (a) The Purchaser understands that the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any state securities laws, and the Purchaser agrees that it will not dispose of the Securities unless (a) the resale of the Securities is registered under the Securities Act, or (b) such registration is not required under the Securities Act or any applicable state securities or blue sky law (collectivelydue to the applicability of an exemption therefrom. In that connection, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose the Purchaser is aware of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with Rule 144 under the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein Act and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and restrictions imposed thereby. (b) accepts The Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable to the Company each or the Placement Agent that would permit an offering of the terms Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and conditions sale of the Securities. (c) The Purchaser hereby covenants with the Company not to make any sale of the Securities without complying with the provisions of the Operative Agreements and the Purchaser acknowledges that govern this Warrantthe certificates evidencing the Shares and each Warrant will be imprinted with a legend that prohibits their transference except in accordance therewith. Any certificate for shares The Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of Common Stock issued upon exercise of this Warrant shall bear its counsel, determines that it must suspend a registration statement (a “Registration Statement”) registering the Shares and Underlying Shares, until such time as an appropriate legend describing amendment to a Registration Statement has been filed by the foregoing restrictions, unless Company and declared effective by the SEC or until the Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “"Permitted Transferee” " shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate in testate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

Securities Law Transfer Restrictions. By taking and holding this Warrant(a) Each Purchaser understands that, except as provided in the Registration Rights Agreement, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any state securities laws, and each Purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), the Securities nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Securities by such Purchaser or any other person or entity unless (a) the Securities are registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act or any applicable state securities or blue sky law due to the applicability of an exemption therefrom. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Securities may be made under the Registration Statement filed by the Company pursuant to the Registration Rights Agreement and that the Securities are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (collectively, "Securities Laws")i) in the form of Exhibit D hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) to the effect that (A) the shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement, if any, of delivering a current prospectus has been satisfied. Each Purchaser agrees that it will not use any of the Securities acquired pursuant to sellthis Agreement to engage in any hedging or other transactions prohibited under federal or state securities laws. Such prohibited hedging or other transactions would include, transfer without limitation, effecting any short sale or otherwise dispose having in effect any short position (whether or not such sale or position is in violation of this Warrant applicable securities laws and regardless of when such position was entered into) or any portion thereof purchase, sale or interest therein except as otherwise expressly permitted herein. No grant of any right (including, without limitation, any put or call option) or any borrowing or pre-borrowing with respect to the Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which its value from the Holder is the beneficial owner of at least a majority Common Stock of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and Company. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Securities. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Securities without complying with the provisions of the Operative Agreements and with all applicable securities laws and regulations, and such Purchaser acknowledges that the certificates evidencing the Shares and the Warrants will be imprinted with a legend that prohibits their transfer except in accordance therewith. Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the Registration Statement, until such time as an amendment to the Registration Statement has been filed by the Company each of and declared effective by the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing SEC or until the foregoing restrictions, unless Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this WarrantThe Purchaser shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares, the Holder Warrants, and if applicable, the Warrant Shares, being purchased by it hereunder, except: (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered pursuant to an effective registration statement under the Securities Act or any (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by the Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or blue sky law purported transfer of the Shares, the Warrants, and if applicable, the Warrant Shares, in violation of this Section 6.1 shall be voidable by the Company; provided, however, that no opinion will be required in connection with (collectively1) a public sale or transfer of Shares, "Securities Laws")the Warrants, and if applicable, the Warrant Shares, pursuant to an effective registration statement in connection with which the Purchaser represents in writing to the Company that such Shares, and if applicable, Warrant Shares, have been or are being sold pursuant to such registration statement; (ii2) agrees a public sale of Shares, and if applicable, Warrant Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker's and seller's representation letter; or (3) a sale of shares pursuant to Rule 144 under the Securities Act if the Purchaser has delivered to the Company a customary and accurate Rule 144 seller's representation letter. The Company shall not to sellregister any transfer of the Shares, transfer or otherwise dispose the Warrants, and if applicable, the Warrant Shares in violation of this WarrantSection 6.1. The Company may, and agrees not may instruct any transfer agent for the Company, to sell, place such stop transfer or otherwise dispose orders as may be required on the transfer books of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and Company in order to ensure compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose provisions of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities LawsSection 6.1.

Securities Law Transfer Restrictions. By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “"Permitted Transferee” " shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) who accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Without limiting the foregoing, no rights in this Warrant or the stock for which it may be exercised may be transferred for twelve (12) months after the date of issuance of this Warrant or the exercise of the stock purchase rights hereunder. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.,

Securities Law Transfer Restrictions. By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been 9 registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “"Permitted Transferee” " shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate in testate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

Securities Law Transfer Restrictions. By taking and holding this Warrant, (a) Each Purchaser understands that the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any state securities laws, and each Purchaser agrees that it will not dispose of the Securities unless (a) the resale of the Securities is registered under the Securities Act, or (b) such registration is not required under the Securities Act or any applicable state securities or blue sky law (collectivelydue to the applicability of an exemption therefrom. In that connection, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose such Purchaser is aware of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with Rule 144 under the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein Act and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and restrictions imposed thereby. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable to the Company each or the Placement Agent that would permit an offering of the terms Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and conditions regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Securities. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Securities without complying with the provisions of the Operative Agreements and such Purchaser acknowledges that govern this Warrantthe certificates evidencing the Shares and each Warrant will be imprinted with a legend that prohibits their transference except in accordance therewith. Any certificate for shares Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of Common Stock issued upon exercise of this Warrant shall bear its counsel, determines that it must suspend a registration statement (a “Registration Statement”) registering the Shares and Underlying Shares, until such time as an appropriate legend describing amendment to a Registration Statement has been filed by the foregoing restrictions, unless Company and declared effective by the SEC or until the Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this Warrant, (a) Each Purchaser understands that the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any state securities laws, and each Purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”) the Securities nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Securities by such Purchaser unless (a) the Securities are registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act or any applicable state securities or blue sky law law. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Securities may be made under the registration statement filed by the Company pursuant to the Registration Rights Agreement (collectively, "the “Registration Statement”) and that the Securities Laws")are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Exhibit D hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) to the effect that (A) the shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement of delivering a current prospectus has been satisfied. Each Purchaser agrees that it has not and will not engaged in or used any of the Securities acquired pursuant to sellthis Agreement to engage in any hedging or other transactions prohibited under federal or state securities laws. Such prohibited hedging or other transactions would include, transfer without limitation, effecting any short sale or otherwise dispose having in effect any short position (whether or not such sale or position is against the box and regardless of this Warrant when such position was entered into) or any portion thereof purchase, sale or interest therein except as otherwise expressly permitted herein. No grant of any right (including, without limitation, any put or call option) with respect to the Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which its value from the Holder is the beneficial owner of at least a majority Common Stock of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and Company. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Securities. (c) Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the Registration Statement, until such time as an amendment to the Registration Statement has been filed by the Company each of and declared effective by the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing SEC or until the foregoing restrictions, unless Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this Warrant, the Holder (ia) Each Purchaser acknowledges that neither this Warrant nor any shares the Securities are subject to the transfer restrictions set forth in Section 2 of Common Stock the Registration Rights Agreement and that may be issued upon exercise the certificates or instruments representing such securities shall bear such legends as are set forth in Section 2.2 of this Warrant the Registration Rights Agreement. (b) Each Purchaser understands that the Securities have not been registered under the Securities Act or any applicable state securities laws. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser will not engage in hedging or blue sky law other similar transactions which would include, without limitation, effecting any short sale or having in effect any short position (collectivelywhether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, "sale or grant of any right (including, without limitation, any put or call option) with respect to the Securities Laws"or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock of the Company. (c) Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. Notwithstanding the foregoing, following the effective date of the Registration Statement, the legend referenced above and below in Section 6.2 may, at the request of the Purchaser, be removed from the certificates evidencing such Shares and the Conversion Stock prior to the resale thereof and the Company will rescind any stop transfer orders with respect to such shares given to the Company’s transfer agent, provided that such Purchaser represents and covenants to the Company in writing (in a form reasonably acceptable to the Company and its counsel) that (1) the Purchaser will sell such shares only pursuant to and in the manner contemplated by the Registration Statement, including the Plan of Distribution section contained therein (in substantially the form attached hereto as Exhibit C); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sellAct, transfer or otherwise dispose including the prospectus delivery requirements of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereoversuch act, (ii2) is a member of the Holder's family Purchaser will indemnify the Company for any damages or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable losses resulting to the Company each for the Purchaser’s breach of the terms its representation and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing covenant described in the foregoing restrictionsclause (1), unless and (3) such shares other agreements or covenants as the Company or its counsel may reasonably request. Subject to the foregoing, at such time and to the extent a legend is no longer required for the Shares or Conversion Stock, the Company will use its best efforts to no later than three (3) trading days following the delivery by a Purchaser to the Company or the Company’s transfer agent of Common a legended certificate representing such Shares or Warrant Shares (together with such accompanying documentation or representations as reasonably required by counsel to the Company), deliver or cause to be delivered a certificate representing such Shares or Conversion Stock have been effectively registered under that is free from the applicable Securities Lawslegend described above and below in Section 6.2.

Securities Law Transfer Restrictions. By taking and holding this Warrant(a) Each Purchaser understands that, except as provided in the Registration Rights Agreement, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any other applicable state securities laws. Accordingly, each Purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or blue sky law grant any right with respect to (collectively, "a “Disposition”), the Securities, nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Securities Laws")by such Purchaser or any other person or entity, unless: (i) the Securities are registered under the Securities Act; (ii) agrees not such Purchaser shall have delivered to sellthe Company an opinion of counsel in form, transfer or otherwise dispose of this Warrant, substance and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument scope reasonably acceptable to the Company each Company, to the effect that registration is not required under the Securities Act or any applicable securities law due to the applicability of an exemption therefrom, (iii) the Disposition of Securities is in compliance with Rule 144 under the Securities Act or is made inside Canada after four months from the Closing Date, or (iv) the Disposition of Securities is to a partner, stockholder, member or an affiliate of the terms and conditions that govern this WarrantPurchaser for no additional consideration. Any certificate for shares Each Purchaser is aware of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered Rule 144 under the Securities Act and the restrictions imposed thereby. Each Purchaser acknowledges and agrees that no sales of the Securities may be made under the Registration Statements and that the Securities are not transferable on the books of the Company unless the certificates submitted to the transfer agent representing the Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale in the form of Exhibit D hereto and executed by an officer of, or other authorized person designated by, the Purchaser. (b) Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Lawsor has in its possession or distributes any offering material, in all cases at its own expense.

Securities Law Transfer Restrictions. By taking (a) Each Purchaser understands that the Securities have not been registered under the Securities Act or any state securities laws, and holding this Warranteach Purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), the Holder Securities nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Securities by such Purchaser or any other person or entity unless (ia) acknowledges the Securities are registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered registration is not required under the Securities Act or any applicable state securities or blue sky law due to the applicability of an exemption therefrom. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Securities may be made under the registration statement filed by the Company pursuant to the Registration Rights Agreement (collectively, "the “Registration Statement”) and that the Securities Laws")are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Exhibit C hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) agrees to the effect that (A) the shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement of delivering, or deemed delivery of, a current prospectus has been satisfied. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not to sell, transfer such sale or otherwise dispose position is against the box and regardless of this Warrant when such position was entered into) or any portion thereof purchase, sale or interest therein except as otherwise expressly permitted herein. No grant of any right (including, without limitation, any put or call option) with respect to the Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which its value from the Holder is the beneficial owner of at least a majority Common Stock of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and Company. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Securities. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Securities without complying with the provisions of the Operative Agreements and such Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transference except in accordance therewith. Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the Registration Statement, until such time as an amendment to the Registration Statement has been filed by the Company each of and declared effective by the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing SEC or until the foregoing restrictions, unless Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder and holding this WarrantWarrants being issued to it hereunder or any Warrant Shares, the Holder except: (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered pursuant to an effective registration statement under the Securities Act or any (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or blue sky law purported transfer of the Shares in violation of this SECTION 6.1 shall be voidable by the Company; provided, however, that no opinion will be required in connection with (collectively, "Securities Laws")1) a public sale or transfer of Shares or Warrant Shares pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares or Warrant Shares have been or are being sold pursuant to such registration statement; (ii) agrees not a public sale of Shares or Warrant Shares pursuant to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with Rule 144 under the Securities LawsAct if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker's and seller's representation letter; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession sale of shares pursuant to any interest in this Warrant or any portion thereof and (bRule 144(k) accepts by written instrument reasonably acceptable under the Securities Act if such Purchaser has delivered to the Company each a customary and accurate Rule 144 seller's representation letter. The Company shall not register any transfer of the terms Shares and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise each Warrant in violation of this Warrant shall bear an appropriate legend describing SECTION 6. 1. The Company may, and may instruct any transfer agent for the foregoing restrictionsCompany, unless to place such shares stop transfer orders as may be required on the transfer books of Common Stock have been effectively registered under the applicable Securities LawsCompany in order to ensure compliance with the provisions of this SECTION 6.1.

Securities Law Transfer Restrictions. By taking and holding this Warrant, the Holder (ia) Each Purchaser acknowledges that neither this Warrant nor any shares of Common Stock the certificates or instruments representing the Securities shall bear restrictive legends substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE PURSUANT TO A PURCHASE AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Each Purchaser understands that may be issued upon exercise of this Warrant the Securities have not been registered under the Securities Act or any applicable state securities laws. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser will not engage in hedging or blue sky law other similar transactions which would include, without limitation, effecting any short sale or having in effect any short position (collectivelywhether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, "Securities Laws"); (ii) agrees not to sell, transfer sale or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose grant of any such shares right (including, without limitation, any put or call option) with respect to the Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities LawsCompany.

Securities Law Transfer Restrictions. By taking and holding this Warrant(a) Each Purchaser understands that, except as provided in the Registration Rights Agreement, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Shares have not been registered under the Securities Act or any state securities laws, and each purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), the Shares nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Shares by such Purchaser or any other person or entity unless (a) the Shares are registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act or any applicable state securities or blue sky law due to the applicability of an exemption therefrom. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Shares may be made under the Registration Statement and that the Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (collectively, "Securities Laws")i) in the form of Appendix I hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) agrees to the effect that (A) the shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement of delivering a current prospectus has been satisfied. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not to sell, transfer such sale or otherwise dispose position is against the box and regardless of this Warrant when such position was entered into) or any portion thereof purchase, sale or interest therein except as otherwise expressly permitted herein. No grant of any right (including, without limitation, any put or call option) with respect to the Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which its value from the Holder is the beneficial owner of at least a majority Common Stock of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and Company. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable the Company or the Placement Agent that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of Shares, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Shares. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of the Operative Agreements and with all applicable securities laws and regulations, and such Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transference except in accordance therewith. Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the Registration Statement, until such time as an amendment to the Registration Statement has been filed by the Company each of and declared effective by the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing Commission or until the foregoing restrictions, unless Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this Warrant, (a) Each Purchaser understands that the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any state securities laws, and each Purchaser agrees that it will not dispose of the Securities unless (a) the resale of the Securities is registered under the Securities Act, or (b) such registration is not required under the Securities Act or any applicable state securities or blue sky law (collectivelydue to the applicability of an exemption therefrom. In that connection, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose each Purchaser is aware of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with Rule 144 under the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein Act and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and restrictions imposed thereby. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable to the Company each that would permit an offering of the terms Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside of the United States where action for that purpose is required. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Securities without complying with the provisions of the Operative Agreements and conditions each Purchaser acknowledges that govern this Warrantthe certificates evidencing the Securities will be imprinted with a legend that prohibits their transference except in accordance therewith. Any certificate for shares Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of Common Stock issued upon exercise of this Warrant shall bear its counsel, determines that it must suspend a registration statement (a “Registration Statement”) registering the Securities, until such time as an appropriate legend describing amendment to a Registration Statement has been filed by the foregoing restrictions, unless Company and declared effective by the SEC or until the Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.

Securities Law Transfer Restrictions. By taking and holding this Warrant(a) Each Purchaser understands that, except as provided in the Registration Rights Agreement, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant Securities have not been registered under the Securities Act or any state securities laws, and each purchaser agrees that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Securities nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Securities by such Purchaser or any other person or entity unless (a) the Securities are registered under the Securities Act, or (b) such Purchaser shall have delivered to the Company an opinion of counsel in form, substance and scope reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act or any applicable state securities or blue sky law due to the applicability of an exemption therefrom. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Securities may be made under the Registration Statement and that the Securities are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Securities is accompanied by a separate Purchaser's Certificate of Subsequent Sale: (collectively, "Securities Laws")i) in the form of Exhibit B hereto; (ii) agrees not to sellexecuted by an officer of, transfer or otherwise dispose of this Warrantother authorized person designated by, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities LawsPurchaser; and (iii) agrees to the effect that (A) the Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) the requirement of delivering a current prospectus has been satisfied. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not to sell, transfer such sale or otherwise dispose position is against the box and regardless of this Warrant when such position was entered into) or any portion thereof purchase, sale or interest therein except as otherwise expressly permitted herein. No grant of any right (including, without limitation, any put or call option) with respect to the Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which its value from the Holder is the beneficial owner of at least a majority Common Stock of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and Company. (b) accepts Each Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by written instrument reasonably acceptable the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. (c) Each Purchaser hereby covenants with the Company not to make any sale of the Securities without complying with the provisions of the Operative Agreements and with all applicable securities laws and regulations, and such Purchaser acknowledges that the certificates evidencing the Securities will be imprinted with a legend that prohibits their transference except in accordance therewith. Each Purchaser acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the Registration Statement, until such time as an amendment to the Registration Statement has been filed by the Company each of and declared effective by the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing Commission or until the foregoing restrictions, unless Company has amended or supplemented such shares of Common Stock have been effectively registered under the applicable Securities LawsProspectus.