Common use of Transfer of Warrant and Warrant Shares Clause in Contracts

Transfer of Warrant and Warrant Shares. Each Holder of this Warrant acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. Subject to the provisions of Section 6(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company. The Company will maintain a register containing the names and addresses of the Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Holder may change such Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

Transfer of Warrant and Warrant Shares. Each Holder of this Until such time the Warrant acknowledges that this Warrant and or the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not sold pursuant to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act without any restriction as to this the number of securities as of a particular date that can then be immediately sold, the Warrant or such the Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (iias applicable) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall will bear a restrictive legend substantially to the foregoing effectas follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. Subject to the provisions of Section 6(a) hereof9(a), the Holder may sell, assign, transfer, pledge or dispose of all or any portion of this Warrant at any time or from time to time, subject to any applicable restrictions on transfer by the Holder in the Note and Warrant Purchase Agreement. In connection with any transfer of all or any portion of this Warrant, the Holder must provide an assignment form substantially in the form attached hereto as Exhibit B duly completed and executed by the Holder or any such subsequent Holder, as applicable, and the proposed transferee must consent in writing to be bound by the terms and conditions of this Warrant and all rights hereunder are transferableshall become a “Holder” hereunder, in whole or in partand the Company may require, upon surrender of as a condition thereto: (i) evidence that the instrument transferring the Warrant has been duly stamped for Irish stamp duty purposes (with any stamp duty liability paid); and (ii) the payment of a properly executed assignment (in sum sufficient to reimburse the form of Exhibit B hereto) at the principal office of Company for any Irish stamp duty or other transfer taxes incidental thereto which are payable or are otherwise discharged by the Company. The Company will maintain a register containing the names and addresses Any transfer of the Holders all or any portion of this WarrantWarrant shall also be subject to the Securities Act and other applicable federal or state securities or blue sky laws. Until Upon any transfer of this Warrant is made in full, the Holder shall be required to physically surrender this Warrant to the Company within three (3) Business Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. This Warrant or any portion thereof shall not be sold, assigned, transferred, pledged or disposed of in violation of the Securities Act, federal or state securities laws or the Company’s Constitution Documents. Any purported transfer of this Warrant or any portion thereof in violation of this Section 9(b) or, if applicable, the Note and Warrant Purchase Agreement shall be void ab initio. The Company shall register this Warrant upon records to be maintained by or on behalf of the Company for that purpose in the warrant registername of the record Holder hereof from time to time. Absent manifest error or actual notice to the contrary, the Company may deem and treat the Holder of this Warrant so registered as the absolute owner hereof for all purposes; providedthe purpose of any exercise hereof or any distribution to the Holder, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof and for all other purposes, notwithstanding any notice to the contrary. Any Holder may change such Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

Transfer of Warrant and Warrant Shares. Each Until the Restriction Lapse, no Holder of this Warrant acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933may sell, as amended (the “Securities Act”)transfer, and agrees not to sellassign, pledge, distributehypothecate, offer for salemortgage, transfer or otherwise dispose of or in any way encumber (“Transfer”) this Warrant (or any Warrant Shares issued upon its exercise in the absence of portion thereof) to another Person; provided, that (i) an effective registration statement under the Securities Act as to each Holder may Transfer this Warrant or (in whole but not in part) to any such Warrant Shares Holder’s Affiliates (a “Successor Affiliate”) if such Successor Affiliate expressly assumes and registration or qualification agrees to succeed to, in writing reasonably satisfactory to the Corporation, all the rights and obligations of such Holder under this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effectWarrant, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of each Holder may Transfer this Warrant shall bear a legend substantially to the foregoing effect. Subject to the provisions of Section 6(a) hereof, this Warrant and all rights hereunder are transferable, (in whole or in part) to any other Holder hereunder (a “Successor Holder”), upon surrender and (iii) each Holder may Transfer this Warrant (in whole or in part) to any assignee of its rights and obligations under the Loan Agreement pursuant to Section 14.2 thereof (a “Successor Assignee”) with respect to a number of Warrant Shares (rounded to the nearest whole Warrant Share) equal to (x) the Assigned Percentage multiplied by (y) the aggregate number of Warrant Shares issuable to all Holders under this Warrant at the time of the Warrant with a properly executed assignment (assignment, if such Successor Assignee expressly assumes and agrees to succeed to, in writing reasonably satisfactory to the form Corporation, all the rights and obligations of Exhibit B hereto) at the principal office of the Company. The Company will maintain a register containing the names and addresses of the Holders of such Holder under this Warrant, and (iv) the parties to any Transfer pursuant to the foregoing clauses (i), (ii) or (iii) deliver a Notice of Transfer to the Corporation. Until Except as permitted pursuant to the immediately foregoing sentence, any transfer Transfer of this Warrant is made in prior to the warrant registerRestriction Lapse shall be void ab initio. Upon delivery to the Corporation of a Notice of Transfer to a Successor Affiliate, Successor Holder or Successor Assignee, the Company may treat Corporation shall promptly update Schedule I (if necessary) and the Holder of this Warrant as Register to reflect such Transfer. From and after the absolute owner hereof Restriction Lapse, no Transfer restrictions shall apply hereunder; provided that, in order for all purposes; provided, however, that if this Warrant is properly assigned in blankany Transfer to be effective, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice parties to such Transfer must deliver a Notice of Transfer to the contrary. Any Holder may change such Holder’s address as shown on the warrant register by written notice to the Company requesting such changeCorporation.