Common use of Transfer and Exchange of Notes and Warrants Clause in Contracts

Transfer and Exchange of Notes and Warrants. Upon surrender of any Note or Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or Warrant or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or Warrant or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes or Warrants (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note or the unexercised portion of the Warrant. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Warrant shall be transferred to such Person as such holder may request and shall be substantially in the form of Exhibit 2. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. Each such new Warrant shall be dated the Closing Date. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes and Warrants and may request that such transferee, at the Company’s reasonable cost and expense, provide the Company with an opinion of counsel reasonably acceptable to the Company and in a form and substance reasonably acceptable to the Company and its counsel to the effect that such transfer is not subject to registration under applicable Securities Laws. Notes shall not be transferred in denominations of less than US $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than US $100,000. Any transferee, by its acceptance of a Note or Warrant registered in its name (or the name of its nominee), shall be deemed to have agreed to become bound by the provisions of the Loan Documents applicable to Purchasers and holders and to have made the representations set forth in Section 8.

Transfer and Exchange of Notes and Warrants. Upon surrender The Borrower shall keep a register in which it shall provide for the registration of the Notes and the Warrants and the registration of transfers of Notes and the Warrants. The Holder of any Note or Warrant may, prior to maturity, prepayment or repurchase of such Note or the expiration of such Warrant, surrender such Note or Warrant at the principal executive office of the Company Borrower for registration of transfer or exchange. Any Holder desiring to transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such any Note or Warrant (including, but not limited to, any assignment of a Note or its attorney duly authorized Notes or a Warrant or Warrants contemplated by Section 11.5 hereof) shall first notify the Borrower in writing and accompanied by the address for notices of each transferee at least ten (10) Business Days in advance of such Note transfer or Warrant or part thereof)exchange. Promptly, but in any event within ten (10) Business Days after such notice to the Company shall execute and deliver, at Borrower from the Company’s expense Holder Representative (except as provided below), on behalf of a Holder of one or more new Notes or Warrants Notes) of a Holder’s intention to make such an exchange of such Holder’s Note(s) and without expense (as requested by other than transfer taxes, if any) to such Holder, the holder thereof) Borrower shall issue in exchange therefor, therefor another Note or Notes in an the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note so surrendered and having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Holder and any Notes so distributed may be subsequently transferred by such investor and its successors in the unexercised portion of the Warrantoriginal denomination thereof without further restriction). Each such new Note shall be made payable to such Person or Persons, or assigns, as the Holder of such holder surrendered Note may request designate, and such transfer or exchange shall be substantially made in such a manner that no gain or loss of principal or interest shall result therefrom. The Borrower shall have no obligation or liability under any Note to any Person other than the form registered Holder of Exhibit 1each such Note. Each such new Warrant Assignments and transfers of Notes by the Holders shall be transferred to such Person as such holder may request made in compliance with Section 11.5 hereof. Assignments, transfers and exchanges of Warrants shall be substantially made in compliance with the form of Exhibit 2. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. Each such new Warrant shall be dated the Closing Date. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes and Warrants and may request that such transferee, at the Company’s reasonable cost and expense, provide the Company with an opinion of counsel reasonably acceptable to the Company and in a form and substance reasonably acceptable to the Company and its counsel to the effect that such transfer is not subject to registration under applicable Securities Laws. Notes shall not be transferred in denominations of less than US $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than US $100,000. Any transferee, by its acceptance of a Note or Warrant registered in its name (or the name of its nominee), shall be deemed to have agreed to become bound by the provisions of the Loan Documents applicable to Purchasers and holders and to have made the representations terms set forth in Section 8the Warrants.

Transfer and Exchange of Notes and Warrants. Upon surrender The Borrower shall keep a register in which it shall provide for the registration of the Notes and the Warrants and the registration of transfers of Notes and the Warrants. The Holder of any Note or Warrant may, prior to maturity, prepayment or repurchase of such Note or the expiration of such Warrant, surrender such Note or Warrant at the principal executive office of the Company Borrower for registration of transfer or exchange. Any Holder desiring to transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such any Note or Warrant (including, but not limited to, any assignment of a Note or its attorney duly authorized Notes or a Warrant or Warrants contemplated by Section 11.5 hereof) shall first notify the Borrower in writing and accompanied by the address for notices of each transferee at least ten (10) Business Days in advance of such Note transfer or Warrant or part thereof)exchange. Promptly, but in any event within ten (10) Business Days after such notice to the Company shall execute and deliver, at Borrower from the Company’s expense Holder Representative (except as provided below), on behalf of a Holder of one or more new Notes or Warrants Notes) of a Holder’s intention to make such an exchange of such Holder’s Note(s) and without expense (as requested by other than transfer taxes, if any) to such Holder, the holder thereof) Borrower shall issue in exchange therefor, therefor another Note or Notes in an the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note so surrendered and having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Holder and any Notes so distributed may be subsequently transferred by such investor and its successors in the unexercised portion of the Warrantoriginal denomination thereof without further restriction). Each such new Note shall be made payable to such Person or Persons, or assigns, as the Holder of such holder surrendered Note may request designate, and such transfer or exchange shall be substantially made in such a manner that no gain or loss of principal or interest shall result therefrom. The Borrower shall have no obligation or liability under any Note to any Person other than the form registered Holder of Exhibit 1each such Note. Each such new Warrant Assignments and transfers of Notes by the Holders shall be transferred to such Person as such holder may request made in compliance with Section 11.5 hereof. Assignments, transfers and exchanges of Warrants shall be substantially made in compliance with the form of Exhibit 2. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. Each such new Warrant shall be dated the Closing Date. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes and Warrants and may request that such transferee, at the Company’s reasonable cost and expense, provide the Company with an opinion of counsel reasonably acceptable to the Company and in a form and substance reasonably acceptable to the Company and its counsel to the effect that such transfer is not subject to registration under applicable Securities Laws. Notes shall not be transferred in denominations of less than US $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than US $100,000. Any transferee, by its acceptance of a Note or Warrant registered in its name (or the name of its nominee), shall be deemed to have agreed to become bound by the provisions of the Loan Documents applicable to Purchasers and holders and to have made the representations terms set forth in the Warrants. (f) Section 82.10 of the Original Agreement is hereby deleted in its entirety. (g) The Original Agreement is hereby amended by inserting the following new Article IIA as follows: