Common use of Transfer in Compliance with Applicable Securities Laws Clause in Contracts

Transfer in Compliance with Applicable Securities Laws. (a) Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except as provided in subsection (b) of this Section 4, each Warrant shall bear the following legend: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) If (i) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (c) The Holder may require the Company to issue a Warrant without either of the foregoing legends in substitution for a Warrant bearing one of such legends if either (i) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 shall be binding on all subsequent holders of this Warrant.

Transfer in Compliance with Applicable Securities Laws. (a) Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as provided such term is defined in subsection (bSection 11(f) of this Section 4, each the Warrant). Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend substantially in the following legendform: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THIS WARRANT THESE SECURITIES NOR SUCH SECURITIES ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) If (i) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (c) The Holder may require the Company to issue a Warrant without either of the foregoing legends in substitution for a Warrant bearing one of such legends if either (i) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 shall be binding on all subsequent holders of this Warrant.OF

Transfer in Compliance with Applicable Securities Laws. a. This Warrant may not be assigned or transferred, except as provided herein, and in accordance with and subject to the provisions of the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder (asaid Act and such rules and regulations being hereinafter collectively referred to as the "Act") Neither and applicable State securities laws. This Warrant and the shares of Warrant Stock obtainable hereunder have not been registered under the Act or any other applicable securities laws, and, accordingly, neither this Warrant nor any of the such Warrant Shares, nor any interest in either, Stock may be offered, sold, assignedtransferred, pledged, hypothecated, encumbered hypothecated or otherwise disposed of unless registered pursuant to or in any a transaction exempt from registration under (evidenced by an opinion of inside or outside counsel reasonably satisfactory to the Company or by such other manner transferred or disposed ofmeans reasonably acceptable to the Company), in whole or in part, except in accordance with Section 5 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except as provided in subsection (b) of this Section 4, each Warrant shall bear the following legend: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) If (i) the Warrant Shares have been registered under the Act and registered or qualified under any other applicable state securities laws. b. Each certificate for Warrant Stock or Blue Sky laws for any other security issued or (ii) issuable upon exercise of this Warrant shall contain the Holder has received an following legend on its face unless, in the opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky lawsCompany, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legendsuch legend is not required: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (c) The Holder may require the Company to issue a Warrant without either of the foregoing legends in substitution for a Warrant bearing one of such legends if either (i) shares represented by this Warrant and the Warrant Shares issuable upon the exercise hereof certificate have not been registered under the Securities Act and registered of 1933, as amended (the "Act"), or qualified under applicable any state securities laws or (ii) laws. Such shares may not be transferred without such registration and qualification unless the Holder issuer has received an opinion of inside or outside counsel reasonably satisfactory to the Company it that this Warrant and the Warrant Shares may be freely transferred without a proposed transfer or sale does not require registration or qualification under the Act or registration applicable state law. Any transfer of such securities is also subject to the conditions specified in the warrant to purchase shares of common stock of System Software Associates, Inc. (the "Company") dated as of March 4, 1997 (the "Warrant"), and the Registration Rights Agreement dated March 4, 1997, among the Company and the other parties thereto (the "Registration Agreement"). The Registration Agreement and the Warrant provide for, among other things, certain restrictions upon transfer of the shares evidenced by this certificate. By accepting such shares, the holder agrees to be bounded by all such transfer restrictions in the Registration Agreement and the Warrant. Copies of the form of such Warrant and the Registration Agreement are on file with the Secretary of the Company at 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 and will be furnished without charge by the Company to the holder of this certificate upon written request to the Secretary of the Company at such address. c. Each Registered Holder of the Warrant, the Warrant Stock and any other security issued or qualification issuable upon exercise of this Warrant shall indemnify and hold harmless the Company, its directors and officers, and each other Person, if any, who controls the Company against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer or any such Person may become subject under the Act, any applicable state securities lawslaw or any other statute or at common law, insofar as such losses, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon the disposition by such Registered Holder of the Warrant, Warrant Stock or other such securities in violation of subparagraph a. above. The provisions Notwithstanding the foregoing, no such indemnification shall be required under this Section 8.c. with respect to any losses, claims, damages or liabilities resulting from or arising out of the Company's acts or failure to act, including, without limitation, any untrue statement or alleged untrue statement of a material fact in any document publicly filed by the Company or delivered to the Registered Holder in connection with such transfer, or any omission or alleged omission to state a material act required to be stated. therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. d. Any purported transfer or assignment of this Warrant or any Warrant Stock made other than in accordance with this Section 4 8 shall be binding on null and void and of no effect. e. Notwithstanding anything contained in this Section 8 to the contrary, without the consent of the Company or the requirement for any opinion of counsel, any Registered Holder or holder of Warrant Stock may, subject to compliance with Section 5, transfer all subsequent holders or part of this WarrantWarrant or Warrant Stock (i) to a Person who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Act, or (ii) to any Person pursuant to an effective Registration Statement or Rule 144 or Rule 144A under the Act.

Transfer in Compliance with Applicable Securities Laws. (a) Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned. Assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as provided such term is defined in subsection (bSection 11(f) of this Section 4, each Warrant). Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend-substantially in the following legendform: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THIS WARRANT THESE SECURITIES NOR SUCH SECURITIES ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) If (i) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. . THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. Subject to this Section 4, this Warrant may be transferred and assigned, in whole or in part, upon surrender of this Warrant to the Company at its principal office or to the Company’s agent at its office, with the Warrant Assignment Form duly executed and accompanied by funds sufficient to pay any transfer tax, except that no transfer or assignment of this Warrant may be made unless (cA) The Holder the Company consents in writing to such transfer or assignment, which consent may require be withhold in its absolute discretion, and (B) the transferee has agreed in writing for the benefit of the Company to issue a Warrant without either of be bound by the foregoing legends in substitution for a Warrant bearing one of such legends if either (i) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 to the extent this Section 4 is then applicable. Notwithstanding the foregoing, the Company agrees that consent will not be withheld in the case of a transfer or assignment of the Warrant in whole or in part by the Holder to one or more Affiliates; provided, however, that if the Warrant is transferred or assigned in part by the Holder to one or more Affiliates, at least 100,000 Warrant Shares subject to adjustment pursuant to Section 7) must underlie each transferred or assigned part of the Warrant. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holders entire interest is not being transferred or assigned, in the name of the Holder, and this Warrant shall promptly be binding on all subsequent holders of this Warrantcancelled.

Transfer in Compliance with Applicable Securities Laws. (a) 4.1 Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 6 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except as provided in subsection (b) of this Section 4Subsection 4.2, each Warrant shall bear the following legend: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) 4.2 If (ix) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (iiy) the Holder has received an opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely sold or transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (c) 4.3 The Holder may require the Company to issue a Warrant without either of the foregoing legends in substitution for a Warrant bearing one of such legends if either (ix) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (iiy) the Holder has received an opinion of counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely sold or transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 shall be binding on all subsequent holders of this Warrant.

Transfer in Compliance with Applicable Securities Laws. (a) Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 6 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except as provided in subsection (b) of this Section 4, each Warrant shall bear the following legend: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) If (i) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (c) The Holder may require the Company to issue a Warrant without either of the foregoing legends in substitution for a Warrant bearing one of such legends if either (i) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 shall be binding on all subsequent holders of this Warrant.

Transfer in Compliance with Applicable Securities Laws. (a) Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as provided such term is defined in subsection (bSection 11(f) of this Section 4, each the Warrant). Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend substantially in the following legendform: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THIS WARRANT THESE SECURITIES NOR SUCH SECURITIES ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) If (i) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. . THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. Subject to this Section 4, this Warrant may be transferred and assigned, in whole or in part, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with the Warrant Assignment Form duly executed and accompanied by funds sufficient to pay any transfer tax, except that no transfer or assignment of this Warrant may be made unless (cA) The Holder the Company consents in writing to such transfer or assignment, which consent may require be withhold in its absolute discretion, and (B) the transferee has agreed in writing for the benefit of the Company to issue a Warrant without either of be bound by the foregoing legends in substitution for a Warrant bearing one of such legends if either (i) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 to the extent this Section 4 is then applicable. Notwithstanding the foregoing, the Company agrees that consent will not be withheld in the case of a transfer or assignment of the Warrant in whole or in part by the Holder to one or more Affiliates; provided, however, that if the Warrant is transferred or assigned in part by the Holder to one or more Affiliates, at least 100,000 Warrant Shares (subject to adjustment pursuant to Section 7) must underlie each transferred or assigned part of the Warrant. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be binding on all subsequent holders of this Warrantcancelled.

Transfer in Compliance with Applicable Securities Laws. (a) Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as provided such term is defined in subsection (bSection 11(f) of this Section 4, each the Warrant). Each Warrant shall bear a legend in substantially = the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend substantially in the following legendform: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THIS WARRANT THESE SECURITIES NOR SUCH SECURITIES ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) If (i) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. . THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. Subject to this Section 4, this Warrant may be transferred and assigned, in whole or in part, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with the Warrant Assignment Form duly executed and accompanied by funds sufficient to pay any transfer tax, except that no transfer or assignment of this Warrant may be made unless (cA) The Holder the Company consents in writing to such transfer or assignment, which consent may require be withhold in its absolute discretion, and (B) the transferee has agreed in writing for the benefit of the Company to issue a Warrant without either of be bound by the foregoing legends in substitution for a Warrant bearing one of such legends if either (i) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (ii) the Holder has received an opinion of counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 to the extent this Section 4 is then applicable. Notwithstanding the foregoing, the Company agrees that consent will not be withheld in the case of a transfer or assignment of the Warrant in whole or in part by the Holder to one or more Affiliates; provided, however, that if the Warrant is transferred or assigned in part by the Holder to one or more Affiliates, at least 100,000 Warrant Shares (subject to adjustment pursuant to Section 7) must underlie each transferred or assigned part of the Warrant. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be binding on all subsequent holders of this Warrantcancelled.

Transfer in Compliance with Applicable Securities Laws. (a) 4.1 Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with Section 5 6 hereof and in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. Except as provided in subsection (b) of this Section 4Subsection 4.2, each Warrant shall bear the following legend: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (b) 4.2 If (ix) the Warrant Shares have been registered under the Act and registered or qualified under applicable state securities or Blue Sky laws or (iiy) the Holder has received an opinion of inside counsel reasonably satisfactory to the Company that the Warrant Shares may be freely sold or transferred without registration under the Act or registration or qualification under applicable state securities or Blue Sky laws, the Holder may require the Company to issue, in substitution for a Warrant with the foregoing legend, a Warrant with the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. (c) 4.3 The Holder may require the Company to issue a Warrant without either of the foregoing legends in substitution for a Warrant bearing one of such legends if either (ix) this Warrant and the Warrant Shares issuable upon the exercise hereof have been registered under the Act and registered or qualified under applicable state securities laws or (iiy) the Holder has received an opinion of inside counsel reasonably satisfactory to the Company that this Warrant and the Warrant Shares may be freely sold or transferred without registration under the Act or registration or qualification under applicable state securities laws. The provisions of this Section 4 shall be binding on all subsequent holders of this Warrant.