Common use of Termination of Restrictions Clause in Contracts

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. (a) Notwithstanding the foregoing provisions of Section 9this Article 2, the restrictions imposed by this Section Article 2 upon the transferability Transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 Securities shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Security when (i) when and so long as such security Restricted Security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or sold by the Holder thereof in accordance with such registration; (ii) when the Company shall have received an a written opinion of counsel for the Holder thereof (provided that such shares may be transferred counsel, and the form and substance of such opinion, are reasonably satisfactory to the Company) or counsel for the Company to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received by the Company; (iii) such Restricted Security shall have been sold without registration thereof under the Securities Act in compliance with Rule 144 promulgated by the Commission under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, Company is reasonably satisfied that the Holder hereof of the Restricted Security, in accordance with the terms of subsection (k) of Rule 144 promulgated by the Commission under the Securities Act, shall be entitled to receive from sell such securities pursuant to such subsection; or (iv) a letter or an order shall have been issued to the Company upon written request Holder thereof by the staff of the Holder, at Commission or the expense of Commission in form and substance reasonably satisfactory to the Company, a new Warrant bearing stating that no enforcement action shall be recommended by such staff or taken by the following legend Commission, as the case may be, if such Restricted Security is transferred without registration under the Securities Act in place of accordance with the restrictive legend conditions set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTin such letter or order and such letter or order specifies that no restrictions on Transfer are required." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. (b) Whenever the restrictions imposed by this Section Article 2 shall terminate as to any share of Restricted Common Stockterminate, as hereinabove herein above provided, the holder thereof Holder of any Restricted Securities then outstanding as to which such restrictions shall have terminated shall be entitled to receive from the Company, at without expense to such Holder, one or more new certificates for the Company's expense, a new certificate representing such Common Stock Restricted Securities so held not bearing the restrictive legends legend set forth in Subsection (a) of Section 9.12.01 hereof, as applicable.

Termination of Restrictions. (i) Notwithstanding the foregoing provisions of this Section 93, the restrictions imposed by this Section 3 upon the transferability of the Warrants, this Warrant and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 Shares shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Shares when (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by the holder thereof in accordance with such registration, or (ii) when a written opinion to the Company effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Corporation) or counsel for the Corporation, or (iii) such security shall have received an opinion of counsel that such shares may be transferred been sold without registration thereof under the Securities Act in compliance with Rule 144 promulgated by the Securities and applicable state securities laws. Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation is reasonably satisfied that the holder of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, or (v) a letter or an order shall have been issued to the holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required. (ii) Whenever the restrictions imposed by this Section 9 3 shall terminate as to this Warrantterminate, as hereinabove provided, the Holder hereof holder of any particular Warrant or Warrant Shares then outstanding as to which such restrictions shall have terminated shall be entitled to receive from the Company upon written request of the HolderCorporation, at the without expense of the Companyto such holder, a (i) one or more new certificates for such Warrant Shares not bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division in Section 3(A) hereof or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, (ii) a new certificate representing such Common Stock Warrant not bearing the restrictive legends legend set forth in Section 9.1on the face hereof, as appropriate.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20_199_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding Notwithstand­ing the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without with­out registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "“THE RESTRICTIONS ON TRANSFERABILITY TRANSFERABIL­ITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." ” All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "“THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." ” All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 910, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 10.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 10 HEREOF TERMINATED ON ____________, 20200__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transferTransfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.110.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 913, the restrictions imposed by this Section 13 upon the transferability of the Warrants, the Warrant Stock Certificates and the Restricted Common Stock (or Common Stock shares of capital stock issuable upon the exercise of the Warrants) Warrants shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant Certificate or share shares of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) capital stock when, (i) when and so long as such security Warrant Certificate or shares of capital stock shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by any Holder in accordance with such registration or (ii) when in the Company shall have received an opinion of counsel that for such shares may be transferred without registration thereof under Holder, if such opinion is satisfactory in form and substance to the Company, such restrictions are no longer required in order to insure compliance with the Securities Act Act. If and applicable state securities laws. Whenever whenever the restrictions imposed by this Section 9 13 shall terminate as to this Warrant, a Warrant Certificate (or to any shares of capital stock) as hereinabove provided, the such Holder hereof shall be entitled to receive from may and the Company shall, as promptly as practicable upon written the request of the Holder, such Holder and at the expense Company's expense, cause to be stamped or otherwise imprinted upon such Warrant Certificate or such shares of the Company, capital stock a new Warrant bearing legend in substantially the following legend in place of the restrictive legend set forth hereonform: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON The restrictions on transferability of this [these] [Warrant Certificate/securities] terminated on _____________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTand are of no further force or effect." All Warrants Warrant Certificates issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Certificate or Warrants Warrant Certificates entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 13 shall terminate as to any share Warrant Certificate or as to any shares of Restricted Common Stockcapital stock, as hereinabove provided, the holder thereof each Holder shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common Stock Warrant Certificate or new shares of capital stock not bearing the restrictive legends legend set forth in subsection (a) of this Section 9.113.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1."

Termination of Restrictions. Notwithstanding the foregoing --------------------------- provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the The restrictions imposed by this Section 8 upon the transferability of the Warrants, the shares of Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 8.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by this Section 9 8 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 8 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 8 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.18.1(a).

Termination of Restrictions. (a) Notwithstanding the foregoing provisions of Section 9this Article VII, the restrictions imposed by this Section Article VII upon the transferability of the Warrants, the Warrant Series A Stock and the Restricted Common Stock (purchased pursuant to this Agreement or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 Other Agreements shall terminate as to any particular Warrant share of Series A Stock or share of Warrant Stock or Restricted Common Stock purchased pursuant to this Agreement or the Other Agreements when (or Common Stock issuable upon the exercise of the Warrants1) (i) when and so long as such security Security shall have been effectively registered under the Securities Act and applicable sold by the Holder thereof in accordance with such registration, or (2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities laws law or regulation have been received from counsel for the Holder thereof (provided that such counsel, and disposed the form and substance of pursuant thereto such opinion, are reasonably satisfactory to the Company) or counsel for the Company, or (ii3) when the Company such Security shall have received an opinion of counsel that such shares may be transferred been sold without registration thereof under the Securities Act in compliance with Rule 144 promulgated by the Securities and applicable state securities laws. Exchange Commission under the Securities Act ("Rule 144"), or (4) the Company is reasonably satisfied that the Holder of such Security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such Security pursuant to such Subsection, or (5) a letter or an order shall have been issued to the Holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required. (b) Whenever the restrictions imposed by Section 9 this Article VII shall terminate as to this Warrantterminate, as hereinabove provided, the Holder hereof shall be entitled of any particular share of Series A Stock or share of Common Stock purchased pursuant to receive from this Agreement or the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled Other Agreements then outstanding as to bear which such legend restrictions shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof terminated shall be entitled to receive from the Company, at the Company's expensewithout expense to such Holder, a one or more new certificate representing such certificates for Series A Stock or Common Stock purchased pursuant to this Agreement or the Other Agreements not bearing the restrictive legends legend set forth in Section 9.17.1(a) hereof.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 96, the restrictions imposed by this Section upon the transferability of the WarrantsDebentures, the Warrant Common Stock issuable upon conversion and the Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) and the legend requirements of Section 9.1 6.1 shall terminate as to any particular Warrant or share of Warrant Stock Debenture or Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 6 shall terminate as to this WarrantDebenture, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant Debenture bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT DEBENTURE CONTAINED IN SECTION 9 6 HEREOF ARE TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants Debentures issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Debenture or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.16.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and The restriction referred to in the legend requirements referenced in Section 4(a) of Section 9.1 this Agreement shall cease and terminate as to any particular Warrants or Warrant Certificates or share certificates representing Warrant Shares when, in the reasonable opinion of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon counsel for the exercise of the Warrants) (i) when and so long as Company, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable state securities laws and disposed of pursuant thereto Act. The Company or (ii) when the Company shall have received Company's counsel, at their election, may request from any Holder a certificate or an opinion of such Holder's counsel that such shares may be transferred without registration thereof under with respect to any relevant matters in connection with the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request removal of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution forSection 4(a) from such Holder's Warrant Certificate(s), any Warrant such certificate or Warrants entitled opinion of counsel to bear such legend be reasonably satisfactory to the Company and its counsel. The restrictions referred to in Section 4(a) shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall cease and terminate as to any share particular Warrants, Warrant Certificates and certificates representing Warrant Shares when, in the reasonable opinion of Restricted Common Stock, as hereinabove providedcounsel for the Company, the holder thereof provisions of this Agreement are no longer applicable to such Warrants, Warrant Certificates or certificates representing Warrant Shares, or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 4 shall cease and terminate when, in the reasonable opinion of counsel for the Company, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any Warrants, Warrant Certificates and certificates representing Warrant Shares, the Holder shall be entitled to receive from the Company, at without expense (other than applicable transfer taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the Company's expenseregistered holder thereof), new certificates for a new certificate like number of Warrants, Warrant Certificates and certificates representing such Common Stock Warrant Shares not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.14.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 9.1(a) and (b) shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 9.1(b), 9.2 and 9.3 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 SECTIONS 9.1(b), 9.2 AND 9.3 HEREOF TERMINATED ON ____________, 20_199_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, _____ AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 93, the restrictions imposed by this Section upon the transferability of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 3 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to the Company that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 3 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 3 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.13.

Termination of Restrictions. Notwithstanding The restrictions on all shares of Restricted Stock will terminate on the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability earliest to occur of the Warrants, following events: (a) the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise third anniversary of the Warrantsdate of this Agreement; (b) and the legend requirements termination of Section 9.1 shall terminate as Grantee’s employment with the Company or any Affiliate because of a disability that would entitle the Grantee to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon benefits under the exercise long-term disability benefits program of the WarrantsCompany for which the Grantee is eligible, as determined by the Committee; (c) the termination by the Company or any Affiliate of Grantee’s employment other than for Cause. “Cause” means (i) when the willful and so long continued failure by Grantee to substantially perform Grantee’s duties with the Company (other than any such failure resulting from Grantee’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Grantee for Good Reason, each as such security shall have been effectively registered under defined in Section 3(f)) after a written demand for substantial performance is delivered to Grantee by the Securities Act and applicable state securities laws and disposed of pursuant thereto Board, which demand specifically identifies the manner in which the Board believes that Grantee has not substantially performed Grantee’s duties, or (ii) when the Company shall have received an opinion willful engaging by Grantee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as this Subsection, no act, or failure to this Warrantact, as hereinabove provided, the Holder hereof on Grantee’s part shall be entitled deemed “willful” unless done, or omitted to receive from be done, by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in the Company upon written request of the Holder, at the expense best interest of the Company. Notwithstanding the foregoing, Grantee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Grantee a new Warrant bearing copy of a resolution duly adopted by the following legend in place affirmative vote of not less than three-quarters ( 3/4) of the restrictive legend entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Grantee and an opportunity for Grantee, together with Grantee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Grantee were guilty of conduct set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or above in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever this Subsection and specifying the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder particulars thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.detail;

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Shares and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock Shares or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it and its counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON _________________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(b).

Termination of Restrictions. Notwithstanding the foregoing ---------------------------- provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing ----------------------------- provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 9, the restrictions imposed by this Section 9 upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20____,_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 97, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 7.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 7 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 7 HEREOF TERMINATED ON ________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.17.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY TRANSFERABIL- ITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9this Section, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of (and related Warrant Stock Stock) or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Stock, when (i) when such Warrant (and so long as related Warrant Stock), or such security Restricted Stock shall have been effectively registered under the Securities Act and or applicable state securities laws and disposed of pursuant thereto sold by the holder thereof in accordance with such registration, or (ii) when in the Company shall have received an opinion of counsel that for the Company and counsel for the holder of such shares may be transferred without registration thereof under Warrant or such Restricted Stock such restrictions are no longer required in order to insure compliance with the Securities Act and or applicable state securities laws. Whenever the restrictions imposed by this Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof Company shall cause to be entitled to receive from stamped or otherwise imprinted upon this Warrant, at the Company upon written request of the Holderholder hereof, at without expense, a legend in substantially the expense following form: "The restrictions on transferability of the Companywithin Warrant contained in Section 9 thereof terminated on , a new Warrant bearing the following legend in place 19 and are of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTno further force or effect." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common StockCertificate, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common for Nonpreferred Stock of the same class not bearing the restrictive legends legend set forth in Section 9.1SUBSECTION A of this Section.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the CompanyHolder, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the CompanyHolder's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding The restriction referred to in the foregoing provisions of endorsement required pursuant to Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock 2.6.1(a) shall cease and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share shares of Warrant Stock or Restricted WireCo Common Stock (or Common Stock issuable upon when, in the exercise reasonable opinion of the Warrants) (i) when and so long as counsel for WireCo, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable the state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received “blue sky” laws. WireCo or WireCo’s counsel, at their election, may request from any Stockholder a certificate or an opinion of such Stockholder’s counsel that with respect to any relevant matters in connection with the removal of the endorsement set forth in Section 2.6.1(a) from such shares may Stockholder’s stock certificates, any such certificate or opinion of counsel to be transferred without registration thereof under the Securities Act reasonably satisfactory to WireCo and applicable state securities lawsits counsel. Whenever the The restrictions imposed by referred to in Section 9 2.6.1(b) shall cease and terminate as to this Warrantany particular shares of WireCo Common Stock when, as hereinabove providedin the reasonable opinion of counsel for WireCo, the Holder hereof provisions of this Agreement are no longer applicable to such shares or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 2.6.1 shall cease and terminate when, in the reasonable opinion of counsel for WireCo, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any shares of WireCo Common Stock or WireCo Convertible Securities, the Stockholder holding such shares shall be entitled to receive from the Company upon written request of the HolderWireCo, at the without expense of the Company(other than applicable transfer taxes, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________if any, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear if such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as unlegended shares are being delivered and transferred to any share Person other than the registered holder thereof), new certificates for a like number of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such shares of WireCo Common Stock or like number of WireCo Convertible Securities not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.12.6.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i1) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20_19_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 914, the restrictions imposed by this Section 14 upon the transferability of the Warrants, the Warrant Stock Certificates and the Restricted Common Stock (or Common Stock shares of capital stock issuable upon the exercise of the Warrants) Warrants shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant Certificate or share shares of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) capital stock when, (i) when and so long as such security Warrant Certificate or shares of capital stock shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by any Holder in accordance with such registration or (ii) when in the Company shall have received an opinion of counsel that for such shares may be transferred without registration thereof under Xxxxxx, if such opinion is satisfactory in form and substance to the Company, such restrictions are no longer required in order to insure compliance with the Securities Act Act. If and applicable state securities laws. Whenever whenever the restrictions imposed imposed' by this Section 9 14 shall terminate as to this Warrant, a Warrant Certificate (or to any shares of capital stock) as hereinabove provided, the such Holder hereof shall be entitled to receive from may and the Company shall, as promptly as practicable upon written the request of the Holder, such Holder and at the expense Company's expense, cause to be stamped or otherwise imprinted upon such Warrant Certificate or such shares of the Company, capital stock a new Warrant bearing legend in substantially the following legend in place of the restrictive legend set forth hereonform: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________The restrictions on transferability of this [these] [Warrant Certificate/securities] terminated on , 20__, AND ARE OF NO FURTHER FORCE AND EFFECTand are of no further force or effect." All Warrants Warrant Certificates issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Certificate or Warrants Warrant Certificates entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 14 shall terminate as to any share Warrant Certificate or as to any shares of Restricted Common Stockcapital stock, as hereinabove provided, the holder thereof each Holder shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common Stock Warrant Certificate or new shares of capital stock not bearing the restrictive legends legend set forth in subsection (a) of this Section 9.114.

Termination of Restrictions. Notwithstanding The restriction referred to in the foregoing provisions of endorsement required pursuant to Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock 2.6.1(a) shall cease and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share shares of Warrant Holdings Common Stock or Restricted Parent Common Stock (or Common Stock issuable upon when, in the exercise reasonable opinion of the Warrants) (i) when and so long as counsel for Holdings, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable the state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received “blue sky” laws. Holdings or Holdings’ counsel, at their election, may request from any Stockholder a certificate or an opinion of such Stockholder’s counsel that with respect to any relevant matters in connection with the removal of the endorsement set forth in Section 2.6.1(a) from such shares may Stockholder’s stock certificates, any such certificate or opinion of counsel to be transferred without registration thereof under the Securities Act reasonably satisfactory to Holdings and applicable state securities lawsits counsel. Whenever the The restrictions imposed by referred to in Section 9 2.6.1(b) shall cease and terminate as to this Warrantany particular shares of Holdings Common Stock or Parent Common Stock when, as hereinabove providedin the reasonable opinion of counsel for Holdings, the Holder hereof provisions of this Agreement are no longer applicable to such shares or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 2.6.1 shall cease and terminate when, in the reasonable opinion of counsel for Holdings, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any shares of Holdings Common Stock, Parent Common Stock or Holdings Convertible Securities, the Stockholder holding such shares shall be entitled to receive from the Company upon written request of the HolderHoldings or Parent, at the as applicable, without expense of the Company(other than applicable transfer taxes, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________if any, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear if such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as unlegended shares are being delivered and transferred to any share Person other than the registered holder thereof), new certificates for a like number of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such shares of Holdings Common Stock or Parent Common Stock or like number of Holdings Convertible Securities not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.12.6.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 96, the restrictions imposed by this Section upon the transferability of the WarrantsDebentures, the Warrant Common Stock issuable upon conversion and the Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) and the legend requirements of Section 9.1 6.1 shall terminate as to any particular Warrant or share of Warrant Stock Debenture or Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 6 shall terminate as to this WarrantDebenture, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant Debenture bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT DEBENTURE CONTAINED IN SECTION 9 6 HEREOF TERMINATED ON ___________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants Debentures issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Debenture or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.16.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) the (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ___________________________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the WarrantsWarrant, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the WarrantsWarrant) and the legend requirements of Section 9.1 shall terminate as to any particular the Warrant or any share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________ __, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination transfer of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON _________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 910, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 10.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: hereon (which new Warrant shall in all other respects be identical with this Warrant): "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN XXX XXXXXXXXXXXX XX XXXXXXXXXXXXXXX XX XXX XXXXXX XXXXXXX XXXXXXXXX XX SECTION 9 10 HEREOF TERMINATED ON ____________, 20200__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transferTransfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.110.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and The restriction referred to in the legend requirements referenced in Section 4(a) of Section 9.1 this Agreement shall cease and terminate as to any particular Warrants or Warrant Certificates or share certificates representing Warrant Shares when, in the reasonable opinion of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon counsel for the exercise of the Warrants) (i) when and so long as Company, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable state securities laws and disposed of pursuant thereto Act. The Company or (ii) when the Company shall have received Company's counsel, at their election, may request from any Holder a certificate or an opinion of such Holder's counsel that such shares may be transferred without registration thereof under with respect to any relevant matters in connection with the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request removal of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution forSection 4(a) from such Holder's Certificate(s), any Warrant such certificate or Warrants entitled opinion of counsel to bear such legend be reasonably satisfactory to the Company and its counsel. The restrictions referred to in Section 4(a) shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall cease and terminate as to any share particular Warrants, Warrant Certificates and certificates representing Warrant Shares when, in the reasonable opinion of Restricted Common Stock, as hereinabove providedcounsel for the Company, the holder thereof provisions of this Agreement are no longer applicable to such Warrants, Warrant Certificates or certificates representing Warrant Shares or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 4 shall cease and terminate when, in the reasonable opinion of counsel for the Company, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any Warrants, Warrant Certificates and certificates representing Warrant Shares the Holder holding such shares shall be entitled to receive from the Company, at without expense (other than applicable transfer taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the Company's expenseregistered Holder thereof), new certificates for a new certificate like number of Warrants, Warrant Certificates and certificates representing such Common Stock Warrant Shares not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.14.

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 911, the restrictions imposed by this Section 11 upon the transferability of the Warrants, Warrant Certificates and the Warrant Stock Shares shall cease and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant Certificate or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Shares when, (i) when and so long as such security Warrant Certificate or Warrant Shares shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by any Holder in accordance with such registration or (ii) when in the Company shall have received an opinion of counsel that for such shares may be transferred without registration thereof under Holder, if such opinion is satisfactory in form and substance to the Company, such restrictions are no longer required in order to insure compliance with the Securities Act Act. If and applicable state securities laws. Whenever whenever the restrictions imposed by this Section 9 11 shall terminate as to this Warrant, a Warrant Certificate (or to any Warrant Shares) as hereinabove provided, the such Holder hereof shall be entitled to receive from may and the Company shall, as promptly as practicable upon written the request of the Holder, such Holder and at the expense Company's expense, cause to be stamped or otherwise imprinted upon such Warrant Certificate or such shares of the Company, capital stock a new Warrant bearing legend in substantially the following legend in place of the restrictive legend set forth hereonform: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON The restrictions on transferability of this [these] [Warrant Certificate/securities] terminated on ____________________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTand are of no further force or effect." All Warrants Warrant Certificates issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Certificate or Warrants Warrant Certificates entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 11 shall terminate as to any share Warrant Certificate or as to any shares of Restricted Common Stockcapital stock, as hereinabove provided, the holder thereof each Holder shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common Stock Warrant Certificate or new shares of capital stock not bearing the restrictive legends legend set forth in subsection (a) of this Section 9.111.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock Stock: (or Common Stock issuable upon the exercise of the Warrants) (ia) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or thereto; or (iib) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20_199_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19. 1 (a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1. The Holder acknowledges that the Registration Statement referred to in Section 9.3 above relates to the resale of the Warrant Shares only and that the Company may take appropriate steps, including stop transfer orders and restrictive legends to insure that the Warrant Shares are sold in compliance with the Registration Statement (including the prospectus delivery requirement) and any applicable laws and rules, until such resale has been effected.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Shares and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock Shares or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it and its counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(b).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "“THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." ” All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________APRIL 17, 20__2002, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.endorsed

Termination of Restrictions. (a) Notwithstanding the foregoing provisions of this Section 910, the restrictions imposed by this Section 10, upon the transferability of the Warrants, the Warrant Stock Restricted Securities shall not apply and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock Securities if (or Common Stock issuable upon the exercise of the Warrants1) (i) when and so long as such security shall have been is effectively registered under the Securities Act and applicable sold by the holder thereof 1995 Recapitalization Agreement Page 13 14 in accordance with such registration, or (2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities laws and disposed of pursuant thereto law or regulation have been received from counsel for the holder thereof (who may be counsel employed by any institutional holder) or counsel for the Company, or (ii3) when the Company shall have received an opinion of counsel that such shares may be transferred security is sold without registration thereof under the Securities Act in compliance with Rule 144 promulgated by the Securities and applicable state securities laws. Whenever Exchange Commission under the restrictions imposed by Section 9 shall terminate as to this WarrantSecurities Act ("Rule 144") or Rule 144A, as hereinabove providedor (4) the Company is reasonably satisfied that the holder of such security shall, in accordance with the Holder hereof shall terms of Subsection (k) of Rule 144, be entitled to receive from sell such security pursuant to such Subsection, or (5) a letter or an order shall have been issued to the Company upon written request holder thereof by the staff of the HolderSecurities and Exchange Commission or stating that no enforcement action shall be recommended by such staff or taken by such Commission, at as the expense of case may be, if such security is transferred without registration under the Company, a new Warrant bearing Securities Act in accordance with the following legend in place of the restrictive legend conditions set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTin such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. (b) Whenever the restrictions imposed by this Section 10 shall terminate as to any share of Restricted Common Stockterminate, as hereinabove provided, the holder thereof of any particular Restricted Securities then outstanding as to which such restrictions shall have terminated shall be entitled to receive from the Company, at the Company's expensewithout expense to such holder, a one or more new certificate representing such Common Stock certificates for any Restricted Securities not bearing the restrictive legends legend set forth in Section 9.110 hereof.

Termination of Restrictions. Notwithstanding Notwithstand­ing the foregoing provisions of Section 95, the restrictions imposed by this Section upon the transferability of the WarrantsNotes, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 5.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Note (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without with­out registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 5 shall terminate as to this WarrantNote, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant Note bearing the following legend in place of the restrictive legend set forth hereonabove or the Note stamped with the following legend: "“THE RESTRICTIONS ON TRANSFERABILITY TRANSFERABIL­ITY OF THE WITHIN WARRANT NOTE CONTAINED IN SECTION 9 5 HEREOF TERMINATED ON ___________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." ” All Warrants Notes issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Note or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.15.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i1) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20_19_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19. 1 (a).

Termination of Restrictions. Notwithstanding the foregoing provisions --------------------------- of Section 9this Article 6, the restrictions imposed by this Section Article 6 upon the transferability of the WarrantsWarrants (except the restriction imposed by Section 6.5), the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by the holder thereof in accordance with such registration or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to the Company and its counsel that such shares may be transferred without registration thereof under legend is not required in order to insure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 this Article 6 shall terminate as to this Warrant, as hereinabove provided, the Holder holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 ARTICLE 6 HEREOF TERMINATED ON ________, 20______ __, 19__ AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section Article 6 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.16.2.

Termination of Restrictions. (a) Notwithstanding the foregoing provisions of Section 9this Article 13, the restrictions imposed by this Section Article 13 upon the transferability Transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 Securities shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Security when (i) when and so long as such security Restricted Security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or sold by the Holder thereof in accordance with such registration; (ii) when the Company shall have received an a written opinion of counsel for the Holder thereof (provided that such shares may be transferred counsel, and the form and substance of such opinion, are reasonably satisfactory to the Company) or counsel for the Company to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received by the Company; (iii) such Restricted Security shall have been sold without registration thereof under the Securities Act in compliance with Rule 144 promulgated by the Commission under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, Company is reasonably satisfied that the Holder hereof of the Restricted Security, in accordance with the terms of subsection (k) of Rule 144 promulgated by the Commission under the Securities Act, shall be entitled to receive from sell such securities pursuant to such subsection; or (iv) a letter or an order shall have been issued to the Company upon written request Holder thereof by the staff of the Holder, at Commission or the expense of Commission in form and substance reasonably satisfactory to the Company, a new Warrant bearing stating that no enforcement action shall be recommended by such staff or taken by the following legend Commission, as the case may be, if such Restricted Security is transferred without registration under the Securities Act in place of accordance with the restrictive legend conditions set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTin such letter or order and such letter or order specifies that no restrictions on Transfer are required." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. (b) Whenever the restrictions imposed by this Section Article 13 shall terminate as to any share of Restricted Common Stockterminate, as hereinabove herein above provided, the holder thereof Holder of any Restricted Securities then outstanding as to which such restrictions shall have terminated shall be entitled to receive from the Company, at without expense to such Holder, one or more new certificates for the Company's expense, a new certificate representing such Common Stock Restricted Securities so held not bearing the restrictive legends legend set forth in Subsection (a) of Section 9.113.01 hereof, as applicable.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Shares and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock Shares or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it and its counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20_________, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(b).

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 98, the restrictions imposed by this Section 8 upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 8.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by this Section 9 8 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 8 HEREOF TERMINATED ON ____________, 2020 ______, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 8 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.18.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20_200_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 9, the restrictions imposed by this Section 9 upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 98, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 8.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 8 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 8 HEREOF TERMINATED ON ____________, 2019 __, AND ARE OF NO FURTHER FORCE AND OR EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.18.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock Stock: (or Common Stock issuable upon the exercise of the Warrants) (ia) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or thereto; or (iib) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1. The Holder acknowledges that the Registration Statement referred to in Section 9.3 above relates to the resale of the Warrant Shares only and that the Company may take appropriate steps, including stop transfer orders and restrictive legends to insure that the Warrant Shares are sold in compliance with the Registration Statement (including the prospectus delivery requirement) and any applicable laws and rules, until such resale has been effected.

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Stock, and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 hereof shall terminate as to any particular Warrant or Warrant, share of Warrant Stock Stock, or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (ia) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or thereto, (iib) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be legend is not required in order to ensure compliance with the Securities Act or (c) when otherwise validly transferred without pursuant to Rule 144 or any similar exemption from registration thereof under the Securities Act and applicable state securities lawssuch that such security may thereafter be transferred by a Person who is not an Affiliate of the Company without registration under the Securities Act. Whenever the restrictions imposed by this Section 9 shall terminate as to this Warrantterminate, as hereinabove provided, the Company's obligations to register Warrants or Warrant Stock pursuant to Section 9.3 or 9.4 hereof shall terminate and each Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________------- -----, 20__19---, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants Each Warrant issued upon registration of transfer, division division, or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 9.8 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a) hereof.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 96, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 6.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares security may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 6 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 6 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.16.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9this Section, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of (and related Warrant Stock Stock) or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Stock, when (i) when such Warrant (and so long as related Warrant Stock), or such security restricted Stock shall have been effectively registered under the Securities Act and or applicable state securities laws and disposed of pursuant thereto sold by the holder thereof in accordance with such registration, or (ii) when in the Company shall have received an opinion of counsel that for the Company and counsel for the holder of such shares may be transferred without registration thereof under Warrant or such Restricted Stock such restrictions are no longer required in order to insure compliance with the Securities Act and Act, applicable state securities lawslaws or the Bank Holding Company Act of 1956 and Regulation Y promulgated thereunder. Whenever the restrictions imposed by this Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof Company shall cause to be entitled to receive from stamped or otherwise imprinted upon this Warrant, at the Company upon written request of the Holderholder hereof, at without expense, a legend in substantially the expense following form: "The restrictions on transferability of the Company, a new within Warrant bearing the following legend contained in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION Section 9 HEREOF TERMINATED ON thereof terminated on ____________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT19 and are of no further force or effect." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common StockCertificate, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common for Nonpreferred Stock of the same class not bearing the restrictive legends legend set forth in Section 9.1SUBSECTION A of this Section.

Termination of Restrictions. Notwithstanding If the foregoing provisions of Section 9Performance Goal as defined on Schedule A hereto is achieved, the restrictions imposed by this Section upon on shares of Restricted Stock will terminate on the transferability earliest to occur of the Warrantsfollowing events, as follows: (a) on the Vesting Date (as defined on Schedule A hereto) following the third anniversary of the date of this Agreement the restrictions on all shares of Restricted Stock will terminate; (b) on the Vesting Date following the termination of Grantee’s employment with the Company or any Affiliate because of a disability that would entitle the Grantee to benefits under the long-term disability benefits program of the Company for which the Grantee is eligible, as determined by the Committee, the Warrant restrictions on a prorated portion of shares of Restricted Stock and will terminate based on the number of months Grantee was employed (with partial months rounded up to the nearest whole month) beginning on the date of this Agreement to the date of termination, divided by 36; (c) on the Vesting Date following the termination by the Company or any Affiliate of Grantee’s employment other than for Cause, the restrictions on a prorated portion of shares of Restricted Common Stock will terminate based on the number of months Grantee was employed (or Common Stock issuable upon with partial months rounded up to the exercise nearest whole month) beginning on the date of this Agreement to the Warrants) and the legend requirements date of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) termination, divided by 36. “Cause” means (i) when the willful and so long continued failure by Grantee to substantially perform Grantee’s duties with the Company (other than any such failure resulting from Grantee’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Grantee for Good Reason, each as such security shall have been effectively registered under defined in Section 3(f)) after a written demand for substantial performance is delivered to Grantee by the Securities Act and applicable state securities laws and disposed of pursuant thereto Board, which demand specifically identifies the manner in which the Board believes that Grantee has not substantially performed Grantee’s duties, or (ii) when the Company shall have received an opinion willful engaging by Grantee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as this Subsection, no act, or failure to this Warrantact, as hereinabove provided, the Holder hereof on Grantee’s part shall be entitled deemed “willful” unless done, or omitted to receive from be done, by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in the Company upon written request of the Holder, at the expense best interest of the Company. Notwithstanding the foregoing, Grantee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Grantee a new Warrant bearing copy of a resolution duly adopted by the following legend in place affirmative vote of not less than three-quarters (3/4) of the restrictive legend entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Grantee and an opportunity for Grantee, together with Grantee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Grantee were guilty of conduct set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or above in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever this Subsection and specifying the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder particulars thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.detail;

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ______________, 20________, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION Section 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding The restrictions on shares of Restricted Stock will terminate on the foregoing provisions earliest to occur of Section 9the following events, as follows: (a) on the third anniversary of the date of this Agreement, the restrictions imposed by this Section on all shares of Restricted Stock will terminate; (b) upon the transferability termination of Grantee’s employment with the Company or any Affiliate because of a disability that would entitle the Grantee to benefits under the long-term disability benefits program of the WarrantsCompany for which the Grantee is eligible, as determined by the Committee, the Warrant restrictions on a prorated portion of shares of Restricted Stock and will terminate based on the Restricted Common Stock number of months Grantee was employed (or Common Stock issuable with partial months rounded up to the nearest whole month) beginning on the date of this Agreement to the date of termination, divided by 36; (c) upon the exercise termination by the Company or any Affiliate of Grantee’s employment other than for Cause, the Warrantsrestrictions on a prorated portion of shares of Restricted Stock will terminate based on the number of months Grantee was employed (with partial months rounded up to the nearest whole month) and beginning on the legend requirements date of Section 9.1 shall terminate as this Agreement to any particular Warrant or share the date of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) termination, divided by 36. “Cause” means (i) when the willful and so long continued failure by Grantee to substantially perform Grantee’s duties with the Company (other than any such failure resulting from Grantee’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Grantee for Good Reason, each as such security shall have been effectively registered under defined in Section 3(f)) after a written demand for substantial performance is delivered to Grantee by the Securities Act and applicable state securities laws and disposed of pursuant thereto Board, which demand specifically identifies the manner in which the Board believes that Grantee has not substantially performed Grantee’s duties, or (ii) when the Company shall have received an opinion willful engaging by Grantee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as this Subsection, no act, or failure to this Warrantact, as hereinabove provided, the Holder hereof on Grantee’s part shall be entitled deemed “willful” unless done, or omitted to receive from be done, by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in the Company upon written request of the Holder, at the expense best interest of the Company. Notwithstanding the foregoing, Grantee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Grantee a new Warrant bearing copy of a resolution duly adopted by the following legend in place affirmative vote of not less than three-quarters (3/4) of the restrictive legend entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Grantee and an opportunity for Grantee, together with Grantee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Grantee were guilty of conduct set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or above in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever this Subsection and specifying the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder particulars thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.detail;

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ON___________, 20______, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions --------------------------- of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (ia) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (iib) when such shares may be sold pursuant to Rule 144 of the Securities Act or otherwise transferred without registration thereof under the Securities Act and Company shall have received an opinion of counsel reasonably satisfactory to it, including an opinion of in-house counsel to the Holder, that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Termination of Restrictions. Notwithstanding the foregoing provisions of Section SECTION 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section SECTION 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawslaw. Whenever the restrictions imposed by Section SECTION 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________ _____, 20200__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.1SECTION 9.1(a).

Termination of Restrictions. (a) Notwithstanding the foregoing provisions of Section 9this Article 8, the restrictions imposed by this Section Article 8 upon the transferability of the Warrants, the Warrant Series B Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 purchased pursuant to this Agreement shall terminate as to any particular Warrant or share of Warrant Series B Stock or Restricted purchased pursuant to this Agreement when (1) such share of Series B Stock shall have been converted into Common Stock (or Common Stock issuable upon in accordance with the exercise terms of the WarrantsCertificate of Designation, (2) (i) when and so long as such security Security shall have been effectively registered under the Securities Act and applicable sold by the Holder thereof in accordance with such registration, (3) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities laws law or regulation have been received from counsel for the Holder thereof (provided that such counsel, and disposed the form and substance of pursuant thereto such opinion, are reasonably satisfactory to the Company) or counsel for the Company, (ii4) when the Company such Security shall have received an opinion of counsel that such shares may be transferred been sold without registration thereof under the Securities Act in compliance with Rule 144 promulgated by the Securities and applicable state securities laws. Exchange Commission under the Securities Act ("Rule 144"), (5) the Company is reasonably satisfied that the Holder of such Security shall, in accordance with the terms of subsection (k) of Rule 144, be entitled to sell such Security pursuant to such Subsection, or (6) a letter or an order shall have been issued to the Holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required. (b) Whenever the restrictions imposed by Section 9 this Article 8 shall terminate as to this Warrantterminate, as hereinabove provided, the Holder hereof shall be entitled of any particular share of Series B Stock purchased pursuant to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled this Agreement then outstanding as to bear which such legend restrictions shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof terminated shall be entitled to receive from the Company, at the Company's expensewithout expense to such Holder, a one or more new certificate representing such Common certificates for Series B Stock purchased pursuant to this Agreement not bearing the restrictive legends legend set forth in Section 9.18.1(a) hereof.