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

Transfer and Exchange of Notes and Warrants. 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 office of the Borrower for transfer or exchange. Any Holder desiring to transfer or exchange any Note or Warrant (including, but not limited to, any assignment of a Note or Notes or a Warrant or Warrants contemplated by Section 11.5 hereof) shall first notify the Borrower in writing at least ten (10) Business Days in advance of such transfer or exchange. Promptly, but in any event within ten (10) Business Days after such notice to the Borrower from the Holder Representative (on behalf of a Holder of one or more Notes) of a Holder’s intention to make such an exchange of such Holder’s Note(s) and without expense (other than transfer taxes, if any) to such Holder, the Borrower shall issue in exchange therefor another Note or Notes in the same aggregate principal 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 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 original denomination thereof without further restriction). Each new Note shall be made payable to such Person or Persons, or assigns, as the Holder of such surrendered Note may designate, and such transfer or exchange shall be 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 registered Holder of each such Note. Assignments and transfers of Notes by the Holders shall be made in compliance with Section 11.5 hereof. Assignments, transfers and exchanges of Warrants shall be made in compliance with the terms set forth in the Warrants.

Transfer and Exchange of Notes and Warrants. 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 Upon surrender 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 Borrower Company for transfer or exchange. Any Holder desiring to registration of transfer or exchange any (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 (including, but not limited to, any assignment or its attorney duly authorized in writing and accompanied by the address for notices of a each transferee of such Note or Notes or a Warrant or Warrants contemplated by Section 11.5 hereof) part thereof), the Company shall first notify execute and deliver, at the Borrower in writing at least ten Company’s expense (10) Business Days in advance of such transfer or exchange. Promptlyexcept as provided below), but in any event within ten (10) Business Days after such notice to the Borrower from the Holder Representative (on behalf of a Holder of one or more Notesnew Notes or Warrants (as requested by the holder thereof) of a Holder’s intention to make such an exchange of such Holder’s Note(s) and without expense (other than transfer taxes, if any) to such Holder, the Borrower shall issue in exchange therefor another Note or Notes therefor, in the same an aggregate principal amount, as of the date of such issuance, as amount equal to the unpaid principal amount of the surrendered Note so surrendered and having or the same maturity and rate unexercised portion of interest, containing the same provisions and subject to the same terms and conditions as the Note 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 original denomination thereof without further restriction)Warrant. Each such new Note shall be made payable to such Person or Persons, or assigns, as such holder may request and shall be substantially in the Holder 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 designate, and 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 exchange Warrant registered in its name (or the name of its nominee), shall be made in such a manner that no gain or loss of principal or interest shall result therefrom. The Borrower shall deemed to have no obligation or liability under any Note agreed to any Person other than the registered Holder of each such Note. Assignments and transfers of Notes become bound by the Holders shall be provisions of the Loan Documents applicable to Purchasers and holders and to have made in compliance with Section 11.5 hereof. Assignments, transfers and exchanges of Warrants shall be made in compliance with the terms representations set forth in the WarrantsSection 8.