Common use of Transfer of Shares After Registration Clause in Contracts

Transfer of Shares After Registration. (a) The Purchaser agrees that it will not effect any disposition of the Shares or Warrant Shares or its right to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act or pursuant to any applicable state securities laws, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution. (b) The Company acknowledges and agrees that the Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares and Warrant Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. The Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or Warrant Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares or Warrant Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 5.17 and in this Section 7.3, any Shares or Warrant Shares subject to a pledge or security interest as contemplated by this Section 7.3(b) shall continue to bear the legend set forth in Section 5.13 and be subject to the restrictions on transfer set forth in Section 5.17 and in this Section 7.3.

Transfer of Shares After Registration. (a) The Purchaser Each Subscriber agrees that it will not effect any disposition of the Shares or Warrant Shares or its right to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act or pursuant to any applicable state securities lawsAct, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law1.1, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Subscriber or its plan of distribution. In addition, the Company may require any Subscriber promptly to furnish in writing to the Company such information regarding the intended methods of distribution of the Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration including, without limitation, all such information as may be requested by the SEC or the National Association of Securities Dealers, Inc. The Company may refuse to proceed with the registration of such Subscriber’s Shares if such Subscriber unreasonably fails to furnish such information within a reasonable time after receiving such request. The Company, upon the reasonable request of a Subscriber, will meet with the Subscriber or a representative thereof at the Company’s headquarters to discuss information relevant for disclosure in the Registration Statement subject to appropriate confidentiality limitations. (b) The Each Subscriber hereby covenants with the Company acknowledges and agrees that the Purchaser may from time not to time pledge, and/or grant a security interest in, some or all make any sale of the legended Shares and Warrant without satisfying the prospectus delivery requirement under the Securities Act. Each Subscriber further agrees that, in the case of Shares in connection with applicable securities lawstransferred through a broker, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would such Shares are not be subject to approval or consent transferable on the books of the Company and no legal opinion of legal counsel unless the certificate submitted to the pledgeetransfer agent evidencing the Shares is accompanied by a separate notice of transfer in the form of Appendix I hereto, secured party or pledgor shall executed by a broker designated by the Subscriber. Each Subscriber acknowledges that there may occasionally be required in connection times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as a supplement to the prospectus has been filed with the pledge, but such legal opinion shall be required in connection with a subsequent transfer SEC or foreclosure following default an amendment to the Registration Statement has been filed by the Purchaser transferee Company and declared effective by the SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). The Subscriber hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Subscriber written notice of the pledgesuspension of the use of said prospectus and ending at the time the Company gives the Subscriber written notice that the Subscriber may thereafter effect sales pursuant to said prospectus. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly Each Subscriber further covenants to notify the Company promptly of the sale of any such subsequent transfer or foreclosure. The Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or Warrant Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares or Warrant Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 5.17 and in this Section 7.3, any Shares or Warrant Shares subject to a pledge or security interest as contemplated by this Section 7.3(b) shall continue to bear the legend set forth in Section 5.13 and be subject to the restrictions on transfer set forth in Section 5.17 and in this Section 7.3.

Transfer of Shares After Registration. (a) The Each Purchaser agrees that he or it will not effect any disposition of the Shares or Warrant Shares or its right to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act or pursuant to any applicable state securities laws, laws except as contemplated in the Registration Statement referred to in Section 7.1 8(a). The Purchasers agree that to sell shares pursuant to the Registration Statement: (1) The Purchaser must notify the Company three (3) business days prior to sale through the Company's counsel, Xxxxx X. Xxxxxxx, at the address provided in Section 10(a) hereto, of his or its intent to sell, so as otherwise permitted by lawto confirm that no event has occurred or is expected to occur which would make the Registration Statement false or misleading in any material respect, and to ensure that the Registration Statement in its possession is current in all material respects and has not been suspended. The Company may refuse to permit the Purchaser to resell pursuant to the Registration Statement, provided that it must notify the Purchaser in writing within three (3) business days that such a sale would violate federal securities laws unless the Registration Statement is updated. In such an event, the Company shall use its best efforts to amend the Registration Statement if necessary and take all other actions necessary to allow such sale under the federal securities laws within ten (10) business days of Purchaser's initial notification, and shall notify the Purchaser promptly after it has determined that such sale has become permissible under the federal securities laws. Notwithstanding the foregoing, within any twelve (12) month period the Company shall not, except upon advice of counsel as to the necessity pursuant to federal securities laws, under any circumstances be entitled to exercise its right to refuse to permit resale of any Shares pursuant to the Registration Statement (i) more than two (2) times or (ii) for an aggregate period in excess of thirty (30) days. Each Purchaser hereby covenants and agrees that it will promptly notify not sell any Shares pursuant to the Company of any changes in Registration Statement during the information periods the Registration Statement is withdrawn as set forth in the Registration Statement regarding the Purchaser or its plan of distributionthis Section. (b2) The If the Company acknowledges and agrees or its counsel does not, within such three (3) business days, notify the Purchaser that it is exercising its right to delay such sale, the Purchaser may from time to time pledge, and/or grant proceed with such sale provided that it arranges for delivery of a security interest in, some or all of the legended Shares and Warrant Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel current prospectus to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with transferee. Upon receipt of a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. The Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or Warrant Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the Purchaser’s expenserequest therefor, the Company will execute has agreed to provide an adequate number of current prospectuses to each Purchaser and to supply copies to any other parties requiring such prospectuses. (3) The Purchaser must also deliver such reasonable documentation to Seller and the Company's counsel a Notice of Sale substantially in the form attached hereto as a pledgee or secured party of Shares or Warrant Exhibit A, so that the Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 5.17 and in this Section 7.3, any Shares or Warrant Shares subject to a pledge or security interest as contemplated by this Section 7.3(b) shall continue to bear the legend set forth in Section 5.13 and be subject to the restrictions on transfer set forth in Section 5.17 and in this Section 7.3properly transferred.

Transfer of Shares After Registration. (a) The Each Purchaser agrees that it will hereby covenants with the Company not effect to make any disposition sale of the Shares or Warrant Shares Warrants except either (i) in accordance with the Registration Statement, in which case such Purchaser covenants to comply with the requirement of delivering a current prospectus, or its right (ii) pursuant to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of an available exemption from registration under the Securities Act or pursuant and applicable state securities laws and, if requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to any the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws, except as contemplated in ; provided that no such opinion shall be requested for any transfer of Shares that is exempt from such registration under Rule 144 under the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Securities Act. Such Purchaser or its plan of distribution. (b) The Company further acknowledges and agrees that such Shares are not transferable on the Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares and Warrant Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent books of the Company and no legal opinion of legal counsel pursuant to the pledgeeRegistration Statement unless accompanied by a separate certificate executed by an officer of, secured party or pledgor other person duly authorized by, such Purchaser in the form attached hereto as Exhibit E. If the Company is required to remove the restrictive legends applicable to Shares deposited in a Purchaser’s direct registration account (or to issue unlegended certificates with respect to such Shares), the Company shall be use its best efforts to remove such restricted legends within four (4) business days of the Purchaser’s valid request for the removal of such legends and the Purchaser’s delivery of all documents required by the transfer agent in connection therewith; provided, however, that if the Company does not remove such legends within four (4) business days of the date (the “Violation Date”) that the Purchaser submitted a valid request for the removal of such legends and its delivery of all documents required by the transfer agent in connection therewith, the Company shall pay to the Purchaser, as liquidated damages and not as a penalty for the delay in the delegending of shares deposited in the Purchaser’s direct registration account or the delivery of unlegended certificates (which remedy shall constitute the Purchaser’s exclusive remedy), an amount equal to one percent 1.0% of the product of (i) the closing price per share of the Common Stock as listed on the Trading Market on the date the Purchaser submits its legend removal request and (ii) the number of Shares for which legends were not removed by the Company as required by this Section. The foregoing penalty shall apply for each thirty (30) day period (or portion thereof) beyond such four (4) business day period that the applicable legends were not so removed, with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company payment of any such subsequent transfer or foreclosure. The Purchaser acknowledges that penalty to be made by the Company shall not be responsible for any pledges relating to, or pursuant to this Section 8.3 on the grant of any security interest in, any last day of the Shares or Warrant Shares or for any agreementfirst full calendar month following the Violation Date, understanding or arrangement between and with subsequent penalty payments to be made on the Purchaser and its pledgee or secured party. At last day of each calendar month during which the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares or Warrant Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 5.17 and penalty set forth in this Section 7.3, any Shares or Warrant Shares subject 8.3 is required to a pledge or security interest as contemplated be paid by this Section 7.3(b) shall continue to bear the legend set forth in Section 5.13 and be subject to the restrictions on transfer set forth in Section 5.17 and in this Section 7.3Company.

Transfer of Shares After Registration. (ai) The Purchaser Each Subscriber agrees that it will not effect any disposition of the Shares or Warrant Shares or its right to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act or pursuant to any applicable state securities lawsAct, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law1.1, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Subscriber or its plan of distribution. (b) The . In addition, the Company acknowledges and agrees that may require any Subscriber promptly to furnish in writing to the Purchaser Company such information regarding the intended methods of distribution of the Shares as the Company may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares reasonably request and Warrant Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not such other information as may be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be legally required in connection with the pledgesuch registration including, but without limitation, all such legal opinion shall information as may be required in connection with a subsequent transfer or foreclosure following default requested by the Purchaser transferee SEC or the National Association of Securities Dealers, Inc. The Company may refuse to proceed with the registration of such Subscriber’s Shares if such Subscriber unreasonably fails to furnish such information within a reasonable time after receiving such request. The Company, upon the reasonable request of a Subscriber, will meet with the Subscriber or a representative thereof at the Company’s headquarters to discuss information relevant for disclosure in the Registration Statement subject to appropriate confidentiality limitations. (ii) Each Subscriber hereby covenants with the Company not to make any sale of the pledgeShares without satisfying the prospectus delivery requirement under the Securities Act. No Each Subscriber further agrees that, in the case of Shares transferred through a broker, such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate notice shall of transfer in the form of Appendix I hereto, executed by a broker designated by the Subscriber. Each Subscriber acknowledges that there may occasionally be required times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such pledgetime as a supplement to the prospectus has been filed with the SEC or an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC, but Purchaser’s transferee shall promptly or until such time as the Company has filed an appropriate report with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). The Subscriber hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Subscriber written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Subscriber written notice that the Subscriber may thereafter effect sales pursuant to said prospectus. Each Subscriber further covenants to notify the Company promptly of the sale of any such subsequent transfer or foreclosure. The Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or Warrant Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares or Warrant Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 5.17 and in this Section 7.3, any Shares or Warrant Shares subject to a pledge or security interest as contemplated by this Section 7.3(b) shall continue to bear the legend set forth in Section 5.13 and be subject to the restrictions on transfer set forth in Section 5.17 and in this Section 7.3.

Transfer of Shares After Registration. (ai) The Purchaser agrees that it will may not effect make any disposition transfer of any Registrable Securities except either (i) in accordance with the Registration Statement, in which case Purchaser must comply with the requirement of delivering a current Prospectus or (ii) in accordance with Rule 144. Such Registrable Securities are not transferable on the books of the Shares Company unless the certificate submitted to the Company's transfer agent evidencing such Registrable Securities is accompanied by a separate certificate executed by an officer of, or Warrant Shares other person duly authorized by, Purchaser for purposes of establishing compliance with this Agreement. Such certificate shall be in such form as shall be supplied by the Company. (ii) If Purchaser shall propose to sell any Registrable Securities pursuant to the Registration Statement, it shall notify the Company in writing of its intent to do so at least three (3) full business days prior to such sale. For purposes of this Agreement, "business day" shall be any day of the year, other than a Saturday or its right Sunday, on which banks in San Francisco, California generally are open. Such notice shall be deemed to purchase the Shares or Warrant Shares that would constitute a sale within representation that any information previously supplied by Purchaser (including without limitation the meaning of the Securities Act or pursuant to any applicable state securities laws, except as contemplated in the Registration Statement information referred to in Section 7.1 or 1(d) hereof) is accurate as otherwise permitted by lawof the date of such notice. At any time within such three (3) business-day period, and that it will promptly notify the Company of may refuse to permit Purchaser to resell any changes Registrable Securities pursuant to the Registration Statement; provided, however, that in order to exercise this right, the Company must deliver a certificate in writing to Purchaser to the effect that a delay in such sale is necessary because a sale pursuant to such Registration Statement in its then-current form would not be in the information set forth best interests of the Company, in accordance with Section 1(c)(iv) of this Agreement. In no event shall such delay exceed forty-five (45) trading days; provided, however, that if, prior to the expiration of such forty-five (45) trading day period, the Company delivers a certificate in writing to Purchaser to the effect that a further delay in such sale beyond such forty-five (45) trading day period is necessary because a sale pursuant to such Registration Statement in its then-current form would not be in the best interests of the Company, the Company may refuse to permit Purchaser to resell any Registrable Securities pursuant to the Registration Statement regarding for an additional period not to exceed forty-five (45) trading days. In no event may the Purchaser or Company exercise its plan of distribution. (b) The Company acknowledges and agrees that the Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares and Warrant Shares in connection with applicable securities laws, right pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. The Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or Warrant Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares or Warrant Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 5.17 and in this Section 7.3, 1(h)(ii) to refuse to permit Purchaser to sell Registrable Securities more than two (2) times in any Shares or Warrant Shares subject to a pledge or security interest as contemplated by this Section 7.3(b) shall continue to bear the legend set forth in Section 5.13 and be subject to the restrictions on transfer set forth in Section 5.17 and in this Section 7.3one calendar year.

Transfer of Shares After Registration. (a) The Purchaser Each Subscriber agrees that it will not effect any disposition of the Shares or Warrant Shares or its right to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act or pursuant to any applicable state securities lawsAct, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law1.1, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser Subscriber or its plan of distribution. In addition, the Company may require any Subscriber promptly to furnish in writing to the Company such information regarding the intended methods of distribution of the Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration including, without limitation, all such information as may be requested by the SEC or the National Association of Securities Dealers, Inc. The Company may refuse to proceed with the registration of such Subscriber's Shares if such Subscriber unreasonably fails to furnish such information within a reasonable time after receiving such request. The Company, upon the reasonable request of a Subscriber, will meet with the Subscriber or a representative thereof at the Company's headquarters to discuss information relevant for disclosure in the Registration Statement subject to appropriate confidentiality limitations. (b) The Each Subscriber hereby covenants with the Company acknowledges and agrees that the Purchaser may from time not to time pledge, and/or grant a security interest in, some or all make any sale of the legended Shares and Warrant without satisfying the prospectus delivery requirement under the Securities Act. Each Subscriber further agrees that, in the case of Shares in connection with applicable securities lawstransferred through a broker, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would such Shares are not be subject to approval or consent transferable on the books of the Company and no legal opinion of legal counsel unless the certificate submitted to the pledgeetransfer agent evidencing the Shares is accompanied by a separate notice of transfer in the form of Appendix I hereto, secured party or pledgor shall executed by a broker designated by the Subscriber. Each Subscriber acknowledges that there may occasionally be required in connection times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as a supplement to the prospectus has been filed with the pledge, but such legal opinion shall be required in connection with a subsequent transfer SEC or foreclosure following default an amendment to the Registration Statement has been filed by the Purchaser transferee Company and declared effective by the SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"). The Subscriber hereby covenants that it wilx xxx xxxx xxx Xxxxxx xxxsuant to said prospectus during the period commencing at the time at which the Company gives the Subscriber written notice of the pledgesuspension of the use of said prospectus and ending at the time the Company gives the Subscriber written notice that the Subscriber may thereafter effect sales pursuant to said prospectus. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly Each Subscriber further covenants to notify the Company promptly of the sale of any such subsequent transfer or foreclosure. The Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or Warrant Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares or Warrant Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 5.17 and in this Section 7.3, any Shares or Warrant Shares subject to a pledge or security interest as contemplated by this Section 7.3(b) shall continue to bear the legend set forth in Section 5.13 and be subject to the restrictions on transfer set forth in Section 5.17 and in this Section 7.3.