Common use of Transfer of Warrant Clause in Contracts

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any applicable securities laws and person or entity who is deemed to be a competitor or prospective competitor of the conditions set forth Company, such determination to be made in Section 4(dthe reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) hereof and that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the provisions Company a written opinion of Section 4.1 counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit B hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablehereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or its the office or agency designated agentby the Company, together with a written assignment of this Warrant substantially in the form attached of Exhibit C hereto duly executed by the Holder or its agent or attorney attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to Following a transfer that complies with the contraryrequirements of this Section 4, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Holder for the purchase of Warrant Shares without having shares of Common Stock regardless of whether the Company issued or registered a new Warrant issuedon the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the Holder, in whole person or in partby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form Assignment Form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer, to any transferee designated by Holder. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued. The Company may require, as a condition of allowing a transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and (iv) the transferee agree in writing to be bound by the terms of this Warrant and the Warrant Purchase Agreement as if an original signatory thereto.

Transfer of Warrant. a) Transferability. Subject This Warrant may only be transferred to compliance a purchaser subject to and in accordance with this Section 2.3, and any applicable securities laws attempted transfer which is not in accordance with this Section 2.3 shall be null and void and the conditions set forth in Section 4(d) hereof and transferee shall not be entitled to the provisions of Section 4.1 exercise any of the Purchase Agreementrights of the Holder of this Warrant. The Company agrees to maintain at the Warrant Agency books for the registration of such transfers of Warrants, and transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the principal office of the Company or its designated agentWarrant Agency in accordance with this Section 2.3, together with with: (i) a written assignment of this Warrant Warrant, substantially in the form of the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the FINRA, and funds sufficient to pay any transfer taxes payable upon the making of such transfer; and (ii) an investment representation letter, in form and substance acceptable to the Company, executed by the assignee or assignees of this Warrant. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.3, the Company (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Holder without having a new Warrant issued. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer of this Warrant or the issuance or delivery of certificates for Common Stock in a name other than that of the registered Holder of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws the transfer conditions referred to in the legend endorsed hereon and the other applicable terms and conditions set forth in Section 4(d) hereof and to of this Warrant, until the provisions of Section 4.1 of material breach by the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender Company of this Warrant at or the principal office Company Articles (the “Warrant Holder Period”), the Holders shall not Transfer this Warrant except to their respective Affiliates, any Related Fund or holder of Equity Interests of the Holders. Upon and following the expiration of the Warrant Holder Period, the Holders may Transfer this Warrant to any Person. Any Transfer pursuant to this Section 8 shall be implemented by delivering (by email or otherwise) this Warrant to the Company or its designated agentwith a duly executed and delivered instrument of Transfer, together with a written assignment evidence of this Warrant substantially in the form attached hereto duly executed payment of any relevant stamp duty or transfer taxes by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferTransferee. Upon such surrender and, if required, such paymentof the Warrant and subject to the payment of any relevant stamp duty or transfer taxes by the Transferee, the Company shall execute and deliver a any new Warrant or Warrants Warrant(s) in the name names of the assignee or assigneesTransferor and permitted Transferees, as applicable, and in accordance with the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assignedTransfer, and this Warrant shall promptly automatically be cancelled. Notwithstanding anything herein , and the Company shall register the permitted Transferees, and the permitted Transferees shall be deemed to the contraryhave become, and shall be treated for all purposes as, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days holders of record of the date on which the Holder delivers an assignment form new Warrant(s) immediately upon issuance of such new Warrant(s) to the Company assigning such permitted Transferees. Any Transfer in violation of this Warrant in full. The Warrant, if properly assigned in accordance herewith, may Section 8 shall be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedvoid ab initio.

Transfer of Warrant. a) Transferability. Subject If this Warrant is to compliance with any applicable securities laws and be transferred, the conditions set forth in Section 4(d) hereof and Holder shall surrender this Warrant to the provisions of Section 4.1 Company, whereupon the Company will forthwith issue and deliver upon the order of the Purchase AgreementHolder a new Warrant (in accordance with Section 7(d)), this registered as the Holder may request, representing the right to purchase the number of Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed Shares being transferred by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if requiredless than the total number of Warrant Shares then underlying this Warrant is being transferred, such payment, the Company shall execute and deliver a new Warrant or Warrants (in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue accordance with Section 7(d)) to the assignor a new Holder representing the right to purchase the number of Warrant evidencing the portion of this Warrant Shares not so assigned, and this Warrant shall promptly be cancelledbeing transferred. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject Prior to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 all of the Purchase AgreementWarrant Shares becoming exercisable or being cancelled and forfeited in accordance with Section 2(b) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are shall not be assignable or transferable, in whole or in part; provided, however, the Holder may assign or transfer this Warrant and all rights hereunder, in whole or in part, to any Affiliate of the Holder, upon surrender written request by the Holder, and written consent of the Company, such consent not to be unreasonably withheld. After all of the Warrant Shares have become exercisable or have been cancelled and forfeited in accordance with Section 2(b) hereof, this Warrant at and all rights hereunder shall be assignable or transferable, in whole or in part. Holder shall not effect any such assignment or transfer pursuant to this Section 6 unless (i) such assignment or transfer complies with all federal and state securities laws and all assignment or transfer conditions referred to in the principal office of legend endorsed hereon and (ii) Holder surrenders this Warrant to the Company or at its designated agent, together then principal executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon as Exhibit B in connection with the making of such transfer. Upon such compliance, consent, surrender and, if required, such paymentand delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee such Person or assignees, as applicable, Persons and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein Any attempt to assign or transfer this Warrant or any rights hereunder contrary to the contrary, the Holder provisions of this Section 6 shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuednull and void.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) TransferabilityThis Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required by applicable securities laws. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, if this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient is to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which casetransferred, the Holder shall surrender this Warrant to the Company within three or its Transfer Agent, as directed by the Company, together with all applicable transfer taxes and all additional documentation (3including, without limitation, an opinion of counsel reasonably satisfactory to the Company) Trading Days reasonably requested by the Company to confirm that any such transfer of this Warrant complies with applicable securities laws, whereupon the Company will, or will cause its Transfer Agent to, forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 8(e)), registered as the Holder delivers an assignment form may request, representing the right to purchase 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 number of Warrant Shares without having being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 8(e)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. The acceptance and execution of the new Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the new Warrant that the Holder has in respect of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and Any Warrants issued upon the conditions set forth transfer or exercise in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender part of this Warrant at shall be numbered and shall be registered in a warrant register (the principal office “Warrant Register”) as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person. This Warrant shall be transferable on the books of the Company or its designated agent, together only upon delivery hereof with a written assignment the Form of this Warrant substantially in Assignment at the form attached hereto duly completed and executed by the Holder or by his or its agent duly authorized attorney or attorney and funds sufficient representative, or accompanied by proper evidence of succession, assignment or authority to pay any transfer taxes payable upon the making of such transfer. In all cases of transfer by an attorney, executor, administrator, guardian or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon such surrender and, if required, such paymentany registration of transfer, the Company shall execute and deliver a new Warrant to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder hereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the name aggregate the right to purchase a like number of the assignee or assigneesshares of Warrant Stock, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue upon surrender to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledCompany or its duly authorized agent. Notwithstanding anything herein to the contraryforegoing, the Holder Company shall not be required have no obligation to physically surrender cause this Warrant to the Company unless the Holder has assigned this be transferred on its books to any person, or Warrant in fullStock to be issued, if, in which case, the Holder shall surrender this Warrant opinion of counsel to the Company within three (3) Trading Days Company, such transfer or issuance does not comply with the provisions of the date on which Act and the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrantrules and regulations thereunder, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedand any applicable state securities laws (“Blue Sky Laws”).

Transfer of Warrant. a) Transferability. Subject to the requirements of this Warrant, compliance with any applicable securities laws the Securities Act and other federal and state law, and the conditions set forth in Section 4(d) hereof Company’s Articles of Incorporation and to the provisions of Section 4.1 of the Purchase AgreementBylaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal executive office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B and the Investment Representation Statement attached hereto as Exhibit D to the extent such Investment Representation Statement remains applicable, duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days business days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay not be transferred, in whole or in part, upon surrender whether by operation of law or otherwise, to any person or business entity, without the prior written consent of the Company, and any assignment to the contrary shall be null and void and of no force and effect. Notwithstanding the foregoing, but subject to the provisions of Section 4, the Holder may transfer the Warrant or a portion thereof to one or more trusts established for the exclusive benefit of such Holder and/or one or more of the Holder’s spouse, children, grandchildren, parents, siblings, nieces or nephews (collectively, “Permitted Transferees”), or at death to the Holder’s estate, to any of the Holder’s Permitted Transferees, or to one or more trusts all of the beneficiaries of which are one or more of the Holder’s Permitted Transferees; provided, however, that any such transferee shall hold the transferred Warrant subject to the terms and conditions of this Warrant at Agreement. Any transfer permitted by the principal office immediately preceding sentence shall be made by presentation of the Warrant to the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of instructions for such transfer, including evidence that the transfer is permitted hereunder. Upon such surrender and, if required, such paymentpresentation for transfer, the Company shall promptly execute and deliver a new Warrant or Warrants in the form hereof in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullinstructions. The WarrantCompany shall pay all expenses incurred by it in connection with the preparation, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase issuance and delivery of Warrant Shares without having a new Warrant issuedWarrants as permitted under this Section.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws the terms and conditions hereof, including the conditions restrictions on transfer set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement7(c), this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, without charge to the Holder, upon surrender of this Warrant with a properly executed assignment (in the form attached hereto as Exhibit B) at the principal office of the Company Company. Any transfer or its designated agent, together with a written assignment of this Warrant substantially (and the Warrant Shares issuable upon exercise of this Warrant) shall be made only in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender compliance with all applicable securities laws and, if requiredrequested by the Company, such payment, following delivery to the Company shall execute and deliver of a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue legal opinion reasonably satisfactory to the assignor a new Warrant evidencing the portion of Company confirming such compliance. If this Warrant not so assigned, and this Warrant shall promptly is to be cancelled. Notwithstanding anything herein to transferred in accordance with the contraryterms hereof, the Holder shall not be required to physically (i) surrender this Warrant to the Company unless together with all applicable transfer taxes, whereupon the Company will promptly issue and deliver upon the order of the Holder has assigned a new Warrant (in accordance with Section 7(f)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in full, in which case, accordance with Section 7(e)) to the Holder shall surrender this representing the right to purchase the number of Warrant Shares not being transferred and (ii) provide advance written notice to the Company within three (3) Trading Days of the date on which Warrant being transferred, the name and notice details of the transferee and an instrument duly executed by the transferee whereby such transferee makes the representations set forth in Section 19 of this Warrant and agrees to be bound by all obligations of the Holder delivers an assignment form to under this Warrant. Any transfer of the Company assigning this Warrant in full. The Warrant, if properly assigned or Warrant Shares which is not made in accordance herewith, may with the terms of this Section 7 shall be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedvoid.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable federal and state securities laws and laws, the conditions set forth in Section 4(d) hereof and Holder may, from time to the provisions of Section 4.1 of the Purchase Agreementtime, transfer this Warrant and all rights hereunder (includingor the Underlying Shares, without limitation, any registration rights) are transferablein each case, in whole or in part, upon by giving the Company a written notice of the portion of the Warrant or the shares of the Underlying Shares being transferred, such notice to set forth the name, address and taxpayer identification number of the transferee, the anticipated date of such transfer, and surrendering this Warrant or the certificates or book-entry records representing shares of the Underlying Shares, as applicable, to the Company for reissuance to the transferee(s). Upon surrender of this Warrant by a Holder to the Company for transfer, in whole or in part, the Company shall issue a new warrant to such Holder in such denomination as shall be requested by such Holder covering the number of Underlying Shares, if any, in respect of which this Warrant shall not have been transferred. Such new warrant shall be identical in all other respects to this Warrant. This Warrant may be divided or combined with other Warrants upon presentation hereof at the principal office of the Company or its designated agentCompany, together with a written assignment of this Warrant substantially notice specifying the names and denominations in the form attached hereto duly executed which new Warrants are to be issued, signed by the Holder or its agent or attorney and funds sufficient attorney. Subject to pay compliance with this Section 8 as to any transfer taxes payable upon the making of which may be involved in such transfer. Upon such surrender and, if required, such paymentdivision or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the name Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated as of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, Initial Issuance Date and shall issue be identical to this Warrant except as to the assignor a new Warrant evidencing the portion number of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Underlying Shares without having a new Warrant issuedissuable pursuant thereto.

Transfer of Warrant. (a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementherein, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto an Assignment Form duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer; provided, however, that no Warrants for fractional Warrants shall be transferred. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which the Holder delivers an assignment form 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject This Warrant and the Warrant Shares issuable upon exercise of this Warrant shall be freely transferable, subject to compliance with any this Section 11, the Investment Agreement, the Registration Rights Agreement and all applicable securities laws and the conditions set forth in Section 4(d) hereof and laws, including, but not limited to the provisions of Section 4.1 Securities Act. If, at the time of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together in connection with a written assignment any transfer of this Warrant or the resale of the Warrant Shares, this Warrant or the Warrant Shares, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Shares as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act (provided that, in the event that the Warrant or Warrant Shares are to be transferred to an affiliate of the Holder, no such written opinion of such Holder's counsel shall be required; provided further that, the Holder and/or the proposed transferee shall provide any documentation and/or back-up certificates reasonably requested by counsel to the Company in order that counsel to the Company may render any opinion as may be required by the Company's transfer agent), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Attachment 2 hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants (iii) in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless event that the Holder has assigned this Warrant in full, in which caseelected to transfer registration rights to such transferee, the Holder transferee shall surrender this Warrant agree in writing to the Company within three (3) Trading Days be bound by all of the date on which terms and obligations under, and to receive all of the Holder delivers an assignment form to benefits under, the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by Registration Rights Agreement as a new holder for the purchase of Warrant Shares without having a new Warrant issuedthereunder.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) Transferability. Subject pursuant to compliance an effective registration statement under the 1933 Act, (b) to the Company, (c) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a “qualified institutional buyer” in accordance with Rule 144A of the 1933 Act, (e) outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act, (f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act (if available) or (g) pursuant to another available exception from the registration requirements of the Securities Act, subject to the Company’s right prior to any such offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to it that such offer, sale or transfer does not require registration under the 1933 Act or applicable state securities laws laws, and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company holder shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant furnish to the Company unless an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Holder has assigned Company prior to such offer, sale or transfer. If this Warrant in full, in which caseis to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 6(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase 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 number of Warrant Shares without having being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred and the transferee shall agree to be bound by the terms hereof.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws the transfer conditions referred to in the legends endorsed hereon, the terms and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase AgreementInvestor’s Rights Agreement and Section 9(b) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of to the Company or at its designated agent, together then principal executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment in the form attached hereto duly executed by the Holder or its agent or attorney and as Exhibit B, together with funds sufficient to pay any transfer taxes payable upon described in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryThe Holder, the Holder shall not be required to physically surrender by acceptance hereof, agrees that this Warrant and the Warrant Shares to the Company unless the Holder has assigned be issued upon exercise hereof are being acquired for investment and not with a view towards resale or distribution and that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days a violation of the date on which the Holder delivers an assignment form to the Company assigning this Securities Act of 1933. This Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of and all Warrant Shares without having a new Warrant issuedissued upon exercise hereof (unless registered under the Securities Act of 1933) shall be stamped or imprinted with the legend indicated on the first page of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the transfer conditions set forth referred to in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlegend endorsed hereon, this Warrant and all rights hereunder (including, without limitation, any registration rights) are freely transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of delivery to the Company or its designated agent, together with of a written request for assignment of this Warrant substantially in the form attached hereto duly executed as Exhibit C (each, an “Assignment”) by the Holder or and surrender of this Warrant to the Company at its agent or attorney and then principal executive offices, together with funds sufficient to pay any transfer taxes payable upon described in Section 3.6(e) in connection with the making of such transfer. If requested by the Company, the Holder will also provide an opinion of counsel satisfactory to the Company to the effect that the transfer or assignment is in compliance with (or is exempt from) applicable federal and state securities laws. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender no part of this Warrant to or the Company unless the Holder has assigned Shares issuable upon exercise of this Warrant in full(or the securities issuable directly or indirectly, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days upon conversion of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The WarrantShares, if properly assigned in accordance herewith, any) may be exercised by transferred except to a new holder for person named as a “Designated Holder” of K2 HealthVentures LLC in the purchase of Warrant Shares without having a new Warrant issuedLoan Agreement.

Transfer of Warrant. a) Transferability. Subject to the terms of this Warrant and compliance with any all applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender on the books of this Warrant the Company maintained for such purpose at the principal office of the Company by the Registered Holder in person, or its designated agentby duly authorized attorney, together with a written assignment upon surrender of this Warrant substantially in the form attached hereto duly executed by the Holder properly endorsed and upon payment of any necessary transfer tax or its agent or attorney and funds sufficient to pay any transfer taxes payable other governmental charge imposed upon the making of such transfer. Upon such surrender andEach taker and holder of this Warrant, if requiredby taking or holding the same, such paymentconsents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable and that when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; but until a transfer of this Warrant is registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all purposes. Notwithstanding the foregoing, this Warrant and the rights hereunder may not be transferred unless such transfer complies with all applicable securities laws. Subject to compliance with all securities laws, the parties acknowledge that the initial Registered Holder shall execute have the right to transfer this Warrant to Silicon Valley Bancshares or The Silicon Valley Bank Foundation. Upon any partial transfer, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue with respect to the assignor a new shares of Warrant evidencing the portion of this Warrant Stock not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuedtransferred.

Transfer of Warrant. a) TransferabilityThis Warrant may only be transferred to another Person on or after the Exercise Date and subject to, and in accordance with, this Section 2.2 and Section 1.4. Subject Any attempted transfer of this Warrant occurring prior to compliance the Exercise Date, or any attempted transfer of this Warrant which is not in accordance with any applicable securities laws this Section 2.2 and Section 1.4, shall be null and void and the conditions set forth in Section 4(d) hereof and transferee shall not be entitled to the provisions of Section 4.1 exercise any of the Purchase Agreement, rights of the holder of this Warrant. The Corporation agrees to maintain books for the registration of the transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the Corporation’s principal office of or such other location as the Company or its designated agentCorporation shall designate in accordance with this Section 2.2, together with a written assignment of this Warrant Warrant, substantially in the form of the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the Financial Industry Regulatory Authority, and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.2, the Company Corporation (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Notwithstanding anything herein to Without limiting the contraryforegoing, the Holder shall not be required and each Person to physically surrender whom this Warrant is subsequently transferred represents and warrants to the Company unless the Holder has assigned Corporation and agrees (by acceptance of such transfer) that it will not transfer this Warrant in fullunless: (i) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction; (ii) pursuant to Rule 144; or (iii) the Corporation receives an opinion of counsel, in which case, the Holder shall surrender this Warrant reasonably acceptable to the Company within three (3) Trading Days of the date on which the Holder delivers Corporation, that 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 issuedexemption from such registration is available.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) other terms hereof and to all applicable laws, including the provisions of Section 4.1 of Securities Act, the Purchase Agreement, Warrant Holder may freely transfer this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, the Warrant Shares in whole or in partpart to any Person at any time and from time to time; provided that in no event shall this Warrant or any Warrant Shares be assigned to a competitor of the Company, as determined in good faith by the Board of Directors of the Company. The Warrant Holder upon transfer of the Warrant must deliver to the Company a duly executed Warrant Assignment in the form of Exhibit B and upon surrender of this Warrant at to the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentCompany, the Company shall execute and deliver a new Warrant with appropriate changes to reflect such Assignment, in the name or Warrants names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicableWarrant Holder, and in upon the denomination or denominations specified in Company’s execution and delivery of such instrument of assignmentnew Warrant, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled; and provided that any assignee shall have all of the rights of an Initial Holder hereunder. Notwithstanding anything herein The Warrant Holder shall pay any transfer tax imposed in connection with such assignment (if any). Any transfer or exchange of this Warrant shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which 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 issuedhereof.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) other terms hereof and to all applicable laws, including the provisions of Section 4.1 of Securities Act, the Purchase Agreement, Warrant Holder may freely transfer this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, the Warrant Shares in whole or in partpart to any Person at any time and from time to time; provided that in no event shall this Warrant or any Warrant Shares be assigned to a competitor of the Company, as determined in good faith by the Board of Directors of the Company. The Warrant Holder upon transfer of the Warrant must deliver to the Company a duly executed Warrant Assignment in the form of Exhibit B and upon surrender of this Warrant at to the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentCompany, the Company shall execute and deliver a new Warrant with appropriate changes to reflect such Assignment, in the name or Warrants names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicableWarrant Holder, and in upon the denomination or denominations specified in Company’s execution and delivery of such instrument of assignmentnew Warrant, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein The Warrant Holder shall pay any transfer tax imposed in connection with such assignment (if any). Any transfer or exchange of this Warrant shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which 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 issuedhereof.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable federal and state securities laws and laws, the conditions set forth in Section 4(d) hereof and Holder may, from time to the provisions of Section 4.1 of the Purchase Agreementtime, transfer this Warrant and all rights hereunder (includingor the Underlying Shares, without limitation, any registration rights) are transferablein each case, in whole or in part, upon by giving the Company a written notice of the portion of the Warrant or the shares of the Underlying Shares being transferred, such notice to set forth the name, address and taxpayer identification number of the transferee, the anticipated date of such transfer, and surrendering this Warrant or the certificates or book-entry records representing shares of the Underlying Shares, as applicable, to the Company for reissuance to the transferee(s). Upon surrender of this Warrant by a Holder to the Company for transfer, in whole or in part, the Company shall issue a new warrant to such Holder in such denomination as shall be requested by such Holder covering the number of Underlying Shares, if any, in respect of which this Warrant shall not have been transferred. Such new warrant shall be identical in all other respects to this Warrant. This Warrant may be divided or combined with other Warrants upon presentation hereof at the principal office of the Company or its designated agentCompany, together with a written assignment of this Warrant substantially notice specifying the names and denominations in the form attached hereto duly executed which new Warrants are to be issued, signed by the Holder or its agent or attorney and funds sufficient attorney. Subject to pay compliance with this Section 8 as to any transfer taxes payable upon the making of which may be involved in such transfer. Upon such surrender and, if required, such paymentdivision or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the name Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated as of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, Initial Issuance Date and shall issue be identical with this Warrant except as to the assignor a new Warrant evidencing the portion number of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Underlying Shares without having a new Warrant issuedissuable pursuant thereto.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws This Warrant and the conditions set forth in Section 4(d) hereof Warrant Stock issuable upon exercise of this Warrant (and to the provisions of Section 4.1 securities issuable, directly or indirectly, upon conversion of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rightsStock) are transferablemay be transferred, in whole or in part, upon surrender without restriction, subject to Holder’s delivery of an opinion of counsel that such transfer is in compliance with applicable securities laws; provided, however, that an opinion of counsel shall not be required if the transfer is to an Affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. After the Company’s receipt of this Warrant at and the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney Assignment Form so completed and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentexecuted, the Company shall execute will issue and deliver to the transferee a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing warrant (representing the portion of this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new warrant that entitles the transferring holder to purchase the balance of this Warrant not so assignedtransferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new warrant representing the portion of this Warrant so transferred. Subject to compliance with the requirements of the first sentence of this Section 2.1, and upon providing Company with written notice, any subsequent Holder of this Warrant shall promptly be cancelled. Notwithstanding anything herein or any part hereof may transfer all or part of this Warrant or the shares of Warrant Stock issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Warrant Stock) to any transferee, provided, however, in connection with any such transfer, any subsequent Holder will give the contraryCompany notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder shall not be required to physically will surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant for reissuance to the Company within three transferee(s) (3) Trading Days of the date on which the and 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 issuedapplicable).

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and This Warrant may be transferred or assigned by the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableHolder, in whole or in part, provided that such transfer or assignment is in compliance with any restrictive legend set forth hereon. Such transfer shall be effected without charge to the Holder hereof upon surrender of this Warrant with a properly executed assignment at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentthereafter, the Company shall execute and deliver issue a new Warrant or Warrants warrant registered in the name of the assignee or assigneestransferee. If the Warrant is being transferred in part the Company shall issue new warrants, in each case evidencing the right to purchase the appropriate number of shares of Warrant Stock, registered in the names of the Holder and the transferee, as applicable, and in the denomination . Upon any transfer of all or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion any part of this Warrant not so assignedto any transferee, such transferee shall be deemed the "Holder" of such warrant as such term is used herein and shall be deemed the owner thereof for all purposes. Each Holder, by taking or holding this Warrant, consents and agrees to be bound by the provisions of this Warrant and consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewithhave been so endorsed, may be exercised treated by a new holder the Company, at the Company's option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the purchase person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of Warrant Shares without having a new Warrant issuedthe Company any notice to the contrary notwithstanding, but until such transfer on such books, the Company may treat the registered owner hereto as the owner for all purposes.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable federal and state securities laws and any other contractual restrictions between the conditions set forth Company and the Holder contained herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Investor Rights Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder to any Permitted Transferee upon surrender written notice to the Company. Within a reasonable time after the Company’s receipt of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially (x) an executed Assignment Form in the form attached hereto duly executed hereto, (y) the written opinion of counsel to the Holder in form and substance reasonably satisfactory to the Company that the transferee of the Warrant will be an eligible S corporation holder and (z) the execution by the Holder or Permitted Transferee of a Joinder to the Investor Rights Agreement in form and substance reasonably satisfactory to the Company, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its agent or attorney principal offices, and funds sufficient the payment to pay any the Company of all transfer taxes payable upon the making of and other governmental charges imposed on such transfer. Upon such surrender and, if required, such paymentIn the event of a partial transfer, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing holders one or more appropriate new warrants. The Company will at no time close its transfer books against the portion transfer of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to or of any Shares issued or issuable upon the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned exercise of this Warrant in fullany manner which interferes with the timely exercise of this Warrant. For purposes of this Section 12, in which case“Permitted Transferee” shall mean any direct or indirect affiliate of the Holder, Equity Group Investments, L.L.C. or Xxxxxx Xxxx; any direct or indirect member of the Holder shall surrender this Warrant to the Company within three and any direct or indirect affiliate thereof; any senior employee of Equity Group Investments, L.L.C. and any direct or indirect affiliate thereof; and Xxxxxx Xxxx and his spouse, lineal ancestors and descendants (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrantwhether natural or adopted), if properly assigned in accordance herewith, may be exercised by a new holder any trust or retirement account primarily for the purchase benefit of Warrant Shares without having a new Warrant issuedXxxxxx Xxxx and/or his spouse, lineal ancestors and descendants and any private foundation formed by Xxxxxx Xxxx.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, Neither this Warrant and all rights hereunder (including, without limitation, nor any registration rights) are transferable, in whole or in part, Warrant Shares issued upon surrender exercise of this Warrant at shall be sold, transferred, assigned, pledged or hypothecated, or be the principal office subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: (i) by operation of law or by reason of reorganization of the Company; (ii) to any FINRA member firm participating in the offering and the officers and partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 7(a) for the remainder of the time period; (iii) if the aggregate amount of securities of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed held by the Holder or its agent related person do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or attorney otherwise directs investments by the fund, and funds sufficient to pay participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any transfer taxes payable upon the making of such transfer. Upon such surrender andsecurity, if required, such payment, all securities received remain subject to the Company shall execute and deliver a new Warrant or Warrants lock-up restriction in this Section 7(a) for the name remainder of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of time period. If this Warrant not so assigned, and this Warrant shall promptly is to be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which casetransferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase 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 number of Warrant Shares without having being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 5.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject The Corporation agrees to compliance with any applicable securities laws and maintain books for the conditions set forth in Section 4(d) hereof and to the provisions ------------------- registration of Section 4.1 transfers of the Purchase AgreementWarrants, and any transfer, in whole or in part, of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in partshall be registered on such books, upon surrender of this Warrant at the principal office of the Company or its designated agent, Corporation together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or his, her or its duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company Corporation shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 may not be transferred in whole or in part, and the Corporation shall not be required to register any transfers unless the Corporation has received an opinion of counsel selected by the transferor (who may be an employee of such party) and reasonably satisfactory to the Corporation that such transfer is exempt from the registration requirements of the Securities Act. If the Warrantholder delivers to the Corporation an opinion of counsel selected by such holder (who may be an employee of such holder) and reasonably acceptable to the Corporation, that no subsequent transfer of the Warrant will require registration under the Securities Act, the Corporation will promptly deliver to such holder or his, her or its designee, new Warrants in exchange for the Warrant delivered by such holder, which will not bear the Securities Act legend set forth at the beginning of the first page of the Warrant, and thereafter no further opinions of counsel shall be required in connection with the subsequent transfer of such Warrant.

Transfer of Warrant. aThe Company agrees to maintain at the Warrant Agency (or, if the Warrant Agency has not been appointed, at the Company Office) Transferability. Subject to compliance with any applicable securities laws and books for the conditions set forth in Section 4(d) hereof and to the provisions registration of Section 4.1 transfers of the Purchase AgreementWarrants, and transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the principal office of Warrant Agency (or, if applicable, the Company or its designated agentOffice), together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its his duly authorized agent or attorney attorney, with (unless the Holder is the original holder of this Warrant or another institutional investor) signatures guaranteed by a bank or trust company or a broker or dealer registered with the National Association of Securities Dealers, Inc., and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentsurrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to The Warrant Agency (or, if the contraryWarrant Agency has not been appointed, the Holder Company) shall not be required to physically surrender this Warrant register any transfers if the Holder fails to furnish to the Company, after a request therefor, an opinion of counsel reasonably satisfactory to the Company unless that such transfer is covered by an effective registration statement under the Holder has assigned this Warrant in full, in which case, Securities Act and qualified under all applicable state securities laws or is exempt from the Holder shall surrender this Warrant registration requirements of the Securities Act and applicable state securities laws. This Section 2.3 is subject to the Company within three (3) Trading Days provisions of the date on which 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 issuedSection 9 hereof.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 7 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any applicable securities laws and person or entity who is deemed to be a competitor or prospective competitor of the conditions set forth Company, such determination to be made in Section 4(dthe reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Shares, this Warrant or the Warrant Shares, as applicable, shall not be registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Company may require, as a condition of allowing such transfer (i) hereof and that the Holder or transferee of this Warrant or the Warrant Shares as the case may be, furnish to the provisions Company a written opinion of Section 4.1 counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit B hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablehereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at to the principal office of the Company or its the office or agency designated agentby the Company, together with a written assignment of this Warrant substantially in the form attached of Exhibit C hereto duly executed by the Holder or its agent or attorney attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to Following a transfer that complies with the contraryrequirements of this Section 4, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 shares of Common Stock regardless of whether the Company issued or registered a new Warrant issuedon the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, If this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient is to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which casetransferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase 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 number of Warrant Shares without having being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. The rights and obligations of the Registration Rights Agreement may be assigned and transferred with any transfer of this Warrant upon the agreement of such transferee to be joined to and bound by such Registration Rights Agreement, provided, that for the avoidance of doubt, the Holder together with all transferees will collectively have no greater rights under such Registration Rights Agreement than the Holder would have alone under such Registration Rights Agreement; and, provided further, in the event of any disagreement between the Company and Holder (or any holder(s) of a warrant(s) issued upon transfer(s) for this Warrant or such other warrant(s)) or between the Company and any party to the Registration Rights Agreement, the interpretation of this Warrant (and any other warrant(s) issued upon transfer(s) of this Warrant or such other warrant(s)) shall be governed exclusively by the agreement of the Company and the holders of warrants representing a majority of remaining exercisable Warrant Shares under such warrants (this proviso is the “Interpretation Proviso”). For the abundance of clarity, there is no restriction on the assignment and transfer of this Warrant and the Registration Rights Agreement, other than as provided by law, rule and regulation and any specific agreements between the Holder and the Company, including those binding on Holder as a result of receiving this Warrant directly or indirectly as a result of transfer from a prior holder.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay not be transferred, in whole or in part, upon surrender whether by operation of law or otherwise, to any person or business entity, without the prior written consent of the Company, and any assignment to the contrary shall be null and void and of no force and effect. Notwithstanding the foregoing, but subject to the provisions of Section 4, the Holder may transfer the Warrant or a portion thereof to one or more trusts established for the exclusive benefit of such Holder and/or one or more of the Holder's spouse, children, grandchildren, parents, siblings, nieces or nephews (collectively, "Permitted Transferees"), or at death to the Holder's estate, to any of the Holder's Permitted Transferees, or to one or more trusts all of the beneficiaries of which are one or more of the Holder's Permitted Transferees; provided, however, that any such transferee shall hold the transferred Warrant subject to the terms and conditions of this Warrant at Agreement. Any transfer permitted by the principal office immediately preceding sentence shall be made by presentation of the Warrant to the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of instructions for such transfer, including evidence that the transfer is permitted hereunder. Upon such surrender and, if required, such paymentpresentation for transfer, the Company shall promptly execute and deliver a new Warrant or Warrants in the form hereof in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullinstructions. The WarrantCompany shall pay all expenses incurred by it in connection with the preparation, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase issuance and delivery of Warrant Shares without having a new Warrant issuedWarrants as permitted under this Section.

Transfer of Warrant. aThis Warrant and the rights granted hereunder may not be transferred or succeeded to by any person without prior written notice to the Company describing briefly the manner of transfer, together with a written opinion of Holder’s counsel, or other evidence, if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification under any federal or state law then in effect, including without limitation, the Securities Act of 1933, as amended (the “Act”). Upon receiving such written notice and reasonable satisfactory opinion or other evidence, the Company, as promptly as practicable but no later than fifteen (15) Transferabilitydays after receipt of the written notice, shall notify the Holder that such Holder may sell or otherwise dispose of this Warrant, all in accordance with the terms of the notice delivered to the Company; provided, however, that this Warrant may not be transferred to a person deemed by the Board of Directors of the Company, in its reasonable judgment, to be a competitor or potential competitor of the Company. If a determination has been made pursuant to this Section 10 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Warrant may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied and subject to the proviso above limiting transfers to competitors. Notwithstanding the foregoing, the Holder may transfer the rights granted hereunder, without the consent of the Company, to (i) any general or limited partner, member, officer or other Affiliate of the Holder or (ii) any entity or organization of which the Holder is a general or limited partner, member, officer or other Affiliate. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementforegoing sentence, this Warrant and all rights hereunder (including, without limitation, any registration rights) are shall be transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company by the Holder in person or by its designated agentduly authorized attorney, together with a written assignment upon surrender of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferproperly endorsed. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion The last holder of this Warrant not so assigned, as registered on the books of the Company may be treated by the Company and all persons dealing with this Warrant shall promptly be cancelled. Notwithstanding anything herein as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant or to transfer hereof on the books of the Company, any notice to the contrarycontrary notwithstanding, the Holder shall not be required unless and until such holder seeks to physically surrender transfer registered ownership of this Warrant to on the books of the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuedand such transfer is effected.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the transfer conditions set forth referred to in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlegend endorsed hereon, this Warrant and all rights hereunder (including, without limitation, any registration rights) are freely transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of delivery to the Company or its designated agent, together with of a written request for assignment of this Warrant substantially in the form attached hereto duly executed as Exhibit C (each, an “Assignment”) by the Holder or and surrender of this Warrant to the Company at its agent or attorney and then principal executive offices, together with funds sufficient to pay any transfer taxes payable upon described in Section 3.6(e) in connection with the making of such transfer. If requested by the Company, the Holder will also provide an opinion of counsel satisfactory to the Company to the effect that the transfer or assignment is in compliance with (or is exempt from) applicable federal and state securities laws. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender no part of this Warrant to or the Company unless the Holder has assigned Shares issuable upon exercise of this Warrant in full(or the securities issuable directly or indirectly, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days upon conversion of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The WarrantShares, if properly assigned in accordance herewith, any) may be exercised by transferred except to a new holder for person named as a “Designated Holder” of [JGB] in the purchase of Warrant Shares without having a new Warrant issuedLoan Agreement.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay be sold, transferred or otherwise disposed of to any Person, in whole or in part, by the Holder upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws This Warrant and the conditions set forth in Section 4(d) hereof Warrant Stock issuable upon exercise of this Warrant (and to the provisions of Section 4.1 securities issuable, directly or indirectly, upon conversion of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rightsStock) are transferablemay be transferred, in whole or in part, upon surrender without restriction, subject to Holder’s delivery of an opinion of counsel that such transfer is in compliance with applicable securities laws; provided, however, that an opinion of counsel shall not be required if the transfer is to an Affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. After the Company’s receipt of this Warrant at and the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney Assignment Form so completed and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentexecuted, the Company shall execute will issue and deliver to the transferee a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing warrant (representing the portion of this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new warrant that entitles the transferring holder to purchase the balance of this Warrant not so assignedtransferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new warrant representing the portion of this Warrant so transferred. Subject to compliance with the requirements of the first sentence of this Section 2.1, and upon providing Company with written notice, any subsequent Holder of this Warrant shall promptly be cancelled. Notwithstanding anything herein or any part hereof may transfer all or part of this Warrant or the Warrant Stock issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Warrant Stock) to any transferee, provided, however, in connection with any such transfer, any subsequent Holder will give the contraryCompany notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder shall not be required to physically will surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant for reissuance to the Company within three transferee(s) (3) Trading Days of the date on which the and 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 issuedapplicable).

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. (a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto an Assignment Form duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer; provided, however, that no Warrants for fractional Warrants shall be transferred. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which the Holder delivers an assignment form 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.

Transfer of Warrant. a) Transferability. Subject The Corporation agrees to compliance with any applicable securities laws and maintain books for the conditions set forth in Section 4(d) hereof and to the provisions registration of Section 4.1 transfers of the Purchase AgreementWarrants, and any transfer, in whole or in part, of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in partshall be registered on such books, upon surrender of this Warrant at the principal office of the Company or its designated agent, Corporation together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or his, her or its duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company Corporation shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 may not be transferred in whole or in part, and the Corporation shall not be required to register any transfers unless the Corporation has received an opinion of counsel selected by the transferor (who may be an employee of such party) and reasonably satisfactory to the Corporation that such transfer is exempt from the registration requirements of the Securities Act. If the Warrantholder delivers to the Corporation an opinion of counsel selected by such holder (who may be an employee of such holder) and reasonably acceptable to the Corporation, that no subsequent transfer of the Warrant will require registration under the Securities Act, the Corporation will promptly deliver to such holder or his, her or its designee, new Warrants in exchange for the Warrant delivered by such holder, which will not bear the Securities Act legend set forth at the beginning of the first page of the Warrant, and thereafter no further opinions of counsel shall be required in connection with the subsequent transfer of such Warrant.

Transfer of Warrant. a) Reserved. Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement), this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws Until such time as the shares of Warrant Stock ------------------- issuable hereunder shall have been the subject of registration and are covered by an effective registration statement under the conditions set forth Securities Act, or there is available (in Section 4(d) hereof and the opinion of counsel to the provisions of Section 4.1 Issuer or counsel to the Holder, acceptable to the Issuer) an exemption from the registration requirements of the Purchase AgreementSecurities Act, this Warrant and all rights hereunder (includingthe Warrants shall not be sold, without limitationtransferred, any registration rights) are transferableassigned or hypothecated, in whole part or in partwhole (other than by will or pursuant to the laws of descent and distribution), upon surrender of this Warrant at the principal office and then only to registered assigns of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto Holder and thereafter only upon delivery thereof duly executed endorsed by the Holder or its agent by his duly authorized attorney or attorney and funds sufficient representative, or accompanied by proper evidence of succession, assignment or authority to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentIn all cases of transfer by an attorney, the Company original power of attorney, duly approved, or an official copy thereof, duly certified, shall execute be deposited with the Issuer. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Issuer in its discretion. Upon any registration of transfer, the Issuer shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for another Warrant, or other Warrants, of different denominations, of like tenor and representing in the name aggregate the right to purchase a like number of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument shares of assignment, and shall issue Common Stock upon surrender to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledIssuer or its duly authorized agent. Notwithstanding anything herein to the contraryforegoing, the Holder Issuer shall not have no obligation to cause Warrants to be required transferred on its books to physically surrender this Warrant to any person if such transfer would violate the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuedSecurities Act.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof], this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) Transferability. Subject pursuant to compliance an effective registration statement under the 1933 Act, (b) to the Company, (c) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a "qualified institutional buyer" in accordance with Rule 144A of the 1933 Act, (e) outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act, (f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act (if available) or (g) pursuant to another available exception from the registration requirements of the Securities Act, subject to the Company's right prior to any such offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to it that does not require registration under the 1933 Act or applicable state securities laws laws, and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company holder shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant furnish to the Company unless an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Holder has assigned Company prior to such offer, sale or transfer. If this Warrant in full, in which caseis to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase 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 number of Warrant Shares without having being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred and the transferee shall agree to be bound by the terms hereof. No transfer of a Warrant to any Person shall be effective if such transfer would, in the reasonable judgment of the Company, require the Company or any of its subsidiaries to become subject to the reporting requirements under the Exchange Act.

Transfer of Warrant. a) Transferability. Subject to This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any applicable securities laws and the conditions set forth in Section 4(d) hereof and person or entity who is deemed to the provisions of Section 4.1 be a competitor or prospective competitor of the Purchase AgreementCompany, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Shares, this Warrant or the Warrant Shares, as applicable, shall not be registered under the Securities Act of 1933, as amended (the SECURITIES ACT"), the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Shares as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit B hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant, and all rights hereunder (including, without limitation, any registration rights) are transferablehereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at to the principal office of the Company or its the office or agency designated agentby the Company, together with a written assignment of this Warrant substantially in the form attached of Exhibit C hereto duly executed by the Holder or its agent or attorney attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to Following a transfer that complies with the contraryrequirements of this Section 4, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 shares of Common Stock regardless of whether the Company issued or registered a new Warrant issuedon the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this ‌ This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to Section 3.5 below, the Warrant shall be freely transferable, subject to compliance with all applicable laws, including, but not limited to, the Securities Act of 1933, as amended (the “Act”). If, at the time of the surrender of this Warrant in connection with any applicable securities laws and transfer of this Warrant, this Warrant shall not be registered under the conditions set forth in Section 4(d) hereof and Act, the Company may require, as a condition of allowing such transfer, that the Holder of this Warrant furnish to the provisions Company a written opinion of counsel (which counsel shall be reasonably acceptable to the Company, provided, that any law firm having at least 100 lawyers, including associates and partners, shall be deemed acceptable) to the effect that such transfer is exempt from or not subject to the registration requirements of Section 4.1 5 of the Purchase Agreement, Act. Transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablehereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 1.2 or its the office or agency designated agentby the Company pursuant to Section 4.1, together with a written assignment of this Warrant substantially in the form attached of Exhibit B hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to Following a transfer that complies with the contraryrequirements of this Section 3.4, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Holder for the purchase of Warrant Shares without having shares of Common Stock regardless of whether the Company issued or registered a new Warrant issuedon the books of the Company.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement11, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of to the Company or at its designated agent, together then principal executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment Form in the form attached hereto duly executed as Exhibit B; provided, however, that prior to the Vesting Date, this Warrant may not be assigned (in whole or in part) to any Person other than an Affiliate of the Holder. Notwithstanding the foregoing, any such transferring Holder shall be liable for any and all taxes, fees and third party expenses incurred by the Company as a result of such transfer and the Holder shall pay the Company, in cash or its agent or attorney and by wire transfer of immediately available funds sufficient any amounts necessary to pay any transfer taxes payable upon such taxes, fees and third party expenses incurred by the Company in connection with the making of such transfer. Upon Within three (3) Trading Days of such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Holder for the purchase of Warrant Shares immediately upon such assignment without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to 4880-5083-5797 v.2 physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the Holder, in whole person or in partby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form Assignment Form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer, to any transferee designated by Holder. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued.. The Company may require, as a condition of allowing a transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue

Transfer of Warrant. a) Transferability. Subject to compliance with The holder of this Warrant may not assign, transfer, pledge, hypothecate or otherwise dispose of this Warrant or any applicable securities laws and of its rights hereunder without the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 prior written consent of the Purchase AgreementCompany; provided, however, that (I) the holder hereof may assign or otherwise transfer this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableWarrant, in whole or in part, to any wholly owned subsidiary or other corporate affiliate of the holder without the consent of the Company and (ii) if the holder hereof merges or consolidates with or into another entity, or transfers or sells all or substantially all of its assets to a third party, the holder may assign this Warrant to the party which is the successor to its business and assets without the consent of the Company. Any permitted transfer of this Warrant, in whole or in part, is registrable at the offices or agency of the Company referred to in Paragraph 10(e) hereof by the holder hereof in person or by such holder's duly authorized attorney , upon surrender of this Warrant at properly endorsed. In the principal office of event that the Company or its designated agent, together with a written assignment holder of this Warrant substantially in the form attached hereto duly executed by the Holder determines to assign, transfer, pledge, hypothecate or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion otherwise dispose of this Warrant not or any of its rights hereunder, it shall give the Company ten (10) days advance written notice of its intention so assignedto do, identifying the other party or parties to such proposed assignment, transfer, pledge, hypothecation or other disposition and this Warrant shall promptly the essential terms thereof. No such assignment, transfer, pledge, hypothecation or other disposition will be cancelled. Notwithstanding anything herein effective as to the contraryCompany, nor shall the Holder shall not Company be required to physically surrender this Warrant to honor any such assignment, transfer, pledge, hypothecation or other disposition in the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days absence of the date on advance notice for which 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 issuedprovision is made herein.

Transfer of Warrant. a) Transferability(a)Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days business days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d3.00(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any Section 9 herein and applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, at the agency or office of the Company designated by the Company, by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at properly endorsed. Subject to Section 9 herein and applicable securities laws, each taker and Holder of this Warrant, by taking or holding the principal office same, consents and agrees that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed the Holder hereof may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until each transfer on such books, the Company may treat the registered Holder hereof as the owner hereof for all purposes. Subject to the provisions of Section 9 herein, and upon providing Company with written notice, Holder or its designated agent, together with a written assignment Silicon Valley Bancshares (if applicable) may transfer all or part of this Warrant substantially in or the form attached hereto duly executed by Shares issuable upon exercise of this Warrant (or the Holder securities issuable, directly or its agent or attorney and funds sufficient to pay any transfer taxes payable indirectly, upon conversion of the making of such transfer. Upon such surrender andShares, if requiredany) to The Silicon Valley Bank Foundation, such paymentor to any affiliate of Holder, by providing to the Company shall execute and deliver a new Warrant or Warrants in the name notice of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this the Warrant not so assignedbeing transferred with the name, address and this Warrant shall promptly be cancelled. Notwithstanding anything herein to taxpayer identification number of the contrary, the Holder shall not be required to physically surrender transferee and surrendering this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant for reissuance to the Company within three transferee(s) (3) Trading Days of the date on which the and 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 issuedapplicable).

Transfer of Warrant. a(nn) Transferability. Subject Until the effectiveness date of the Shelf Registration Statement, to be filed with the SEC, in connection with the Registration Rights Agreement entered into by and between Real Estate Strategies L.P., IRSA Inversiones y Representaciones Sociedad Anónima, and Supertel Hospitality, Inc., dated as of January 31, 2012, and subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, to Holder’s Affiliates or, with the consent of a majority of the directors of the Board of Directors who are not designee directors of Real Estate Strategies L.P. or its affiliates pursuant to the Directors Designation Agreement dated January 31, 2012, to a non-affiliate (“Permitted Transferees”), such approval shall not be unreasonably withheld by such Directors (if approval is withheld, such reasons for withholding approval shall be presented in writing to the Holder). Such transfer will be accomplished upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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. Once the Warrants have been registered, such Board consent shall no longer be required.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d3.00(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, may be transferred in whole or in partpart by the Holder at any time, upon surrender subject to the limitations set forth in this Article II. Each Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant at or any Warrant Shares issued upon its exercise unless (a) there is an effective registration statement under the principal office Securities Act with respect to this Warrant or such Warrant Shares or (b) the Company receives an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the Company or its designated agentforegoing, together with a written assignment unless the offering and sale of this the Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient Shares to pay any transfer taxes payable be issued upon the making particular exercise of such transfer. Upon such surrender and, if required, such paymentthe Warrant shall have been effectively registered under the Securities Act, the Company shall execute and deliver following legend, or a new Warrant or Warrants legend in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewithsubstantially similar form, may be exercised by a new holder for published upon the purchase of certificate(s) evidencing the Warrant Shares without having a new Warrant issuedissued pursuant to such exercise: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon not transferable unless the Warrantholder obtains the written consent of the Company. Upon the Company’s written consent and surrender of this Warrant properly endorsed; the Warrant may be transferred provided that: (a) such transfer must be effected in accordance with applicable securities laws and (b) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of the transferee. Upon surrender of this Warrant, the Company, at the principal office expense of the Company transferee or its designated agenttransferor hereof, together with a written assignment of this Warrant substantially in as the form attached hereto duly executed by the Holder or its agent or attorney transferee and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender andtransferor may decide between themselves, if required, such payment, the Company shall execute will issue and deliver to, on the order of the transferee, a new Warrant or Warrants in the name of the assignee such transferee or assigneesas such transferee (on payment by such transferee of any applicable transfer taxes) may direct, as applicable, and calling in the denomination or denominations specified in such instrument aggregate on the face thereof for the number of assignment, and shall issue to Shares called for on the assignor a new Warrant evidencing the portion face of this Warrant not upon surrender. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when so assignedendorsed in blank, shall be deemed negotiable, and, when so endorsed such holder hereof may be treated by the Company and all other persons dealing with this Warrant shall promptly be cancelled. Notwithstanding anything herein as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the contrarytransfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until each such transfer on such books, the Holder Company may treat the registered holder hereof as the owner hereof for all purposes. Any attempted assignment in violation of this Section 8 shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuednull and void.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and This Warrant may be transferred or assigned by the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableHolder, in whole or in part, provided that such transfer or assignment is in compliance with any restrictive legend set forth hereon. Such transfer shall be effected without charge to the Holder hereof upon surrender of this Warrant with a properly executed assignment at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentthereafter, the Company shall execute and deliver issue a new Warrant or Warrants warrant registered in the name of the assignee or assigneestransferee. If the Warrant is being transferred in part the Company shall issue new warrants, in each case evidencing the right to purchase the appropriate number of shares of Warrant Stock, registered in the names of the Holder and the transferee, as applicable, and in the denomination . Upon any transfer of all or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion any part of this Warrant not so assignedto any transferee, such transferee shall be deemed the “Holder” of such warrant as such term is used herein and shall be deemed the owner thereof for all purposes. Each Holder, by taking or holding this Warrant, consents and agrees to be bound by the provisions of this Warrant and consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewithhave been so endorsed, may be exercised treated by a new holder the Company, at the Company’s option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the purchase person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of Warrant Shares without having a new Warrant issuedthe Company any notice to the contrary notwithstanding, but until such transfer on such books, the Company may treat the registered owner hereto as the owner for all purposes.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable |US-DOCS\145087290.1|| upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and The Warrant Holder upon transfer of the conditions set forth in Section 4(d) hereof and Warrant must deliver to the provisions of Section 4.1 of the Purchase Agreement, this Company a duly executed Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially Assignment in the form attached hereto duly executed of EXHIBIT B, with, in the case of any transfer other than a transfer by the an Initial Holder or its agent or attorney and Affiliates, funds sufficient to pay any transfer taxes payable tax imposed in connection with such assignment (if any), and upon surrender of this Warrant Certificates to the making of such transfer. Upon such surrender and, if required, such paymentCompany, the Company shall execute and deliver a new Warrant Certificate or Warrants Certificate in the form of this Warrant Certificate with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder's entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicableWarrant Holder, and in upon the denomination or denominations specified in Company's execution and delivery of such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of Certificate or Certificates, this Warrant not so assigned, and this Warrant Certificate shall promptly be cancelled; and PROVIDED that only an assignee which is an Affiliate of an Initial Holder shall have the rights limited to an Initial Holder hereunder. Notwithstanding anything herein Any transfer or exchange of this Warrant Certificate shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, if any) and any new Warrant Certificate or Certificates issued shall be dated the Holder shall not be required to physically surrender date hereof. Any transfer of this Warrant to shall be in compliance with the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuedother provisions hereof.

Transfer of Warrant. a) Transferability. Subject This Warrant may only be transferred to compliance a purchaser subject to and in accordance with this Section 2.3, and any applicable securities laws attempted transfer which is not in accordance with this Section 2.3 shall be null and void and the conditions set forth in Section 4(d) hereof and transferee shall not be entitled to the provisions of Section 4.1 exercise any of the Purchase Agreementrights of the holder of this Warrant. The Company agrees to maintain at the Warrant Agency books for the registration of such transfers of Warrants, and transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the principal office of the Company or its designated agentWarrant Agency in accordance with this Section 2.3, together with a written assignment of this Warrant Warrant, substantially in the form of the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD, and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.3, the Company (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer of this Warrant or the issuance or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. The Company may also require a legal opinion as to a valid exemption from registration for such transfer before facilitating the transfer. Upon such surrender and, if required, such paymentpayment and receipt of such legal opinion, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. The Warrant Holder may only transfer this Warrant or any Shares issued with respect hereto (a) Transferability. Subject to an Affiliate of such Warrant Holder (and if such transferee fails at any time to remain an Affiliate of the original Warrant Holder, such transferee shall be obligated to transfer the Warrant or the Shares issued with respect thereto, as applicable, to the original Warrant Holder or an Affiliate thereof absent consent of the Company’s Board of Directors) or (b) in compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 the XXX. The Warrant Holder upon transfer of the Purchase Agreement, this Warrant must deliver to the Company a duly executed Warrant Assignment in the form of Exhibit B and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at to the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentCompany, the Company shall execute and deliver a new Warrant with appropriate changes to reflect such assignment, in the name or Warrants names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicableWarrant Holder, and in upon the denomination or denominations specified in Company’s execution and delivery of such instrument of assignmentnew Warrant, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled; and provided that any assignee shall have all of the rights of an Initial Holder hereunder. Notwithstanding anything herein The Warrant Holder shall pay any transfer tax imposed in connection with such assignment (if any). Any transfer or exchange of this Warrant shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which 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 issuedhereof.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, Agreement this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which 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. For the avoidance of doubt, this Warrant shall not be transferable in accordance with this Section 4(a) unless and until the Requisite Stockholder Approval has been obtained.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder Xxxxxx has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject This Warrant and the Warrant Shares issuable upon exercise of this Warrant shall be freely transferable, subject to compliance with any this Section 11, the Investment Agreement, the Registration Rights Agreement and all applicable securities laws and the conditions set forth in Section 4(d) hereof and laws, including, but not limited to the provisions of Section 4.1 Securities Act. If, at the time of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together in connection with a written assignment any transfer of this Warrant or the resale of the Warrant Shares, this Warrant or the Warrant Shares, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Shares as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act (provided that, in the event that the Warrant or Warrant Shares are to be transferred to an affiliate of the Holder, no such written opinion of such Holder’s counsel shall be required; provided further that, the Holder and/or the proposed transferee shall provide any documentation and/or back-up certificates reasonably requested by counsel to the Company in order that counsel to the Company may render any opinion as may be required by the Company’s transfer agent), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Attachment 2 hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants (iii) in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless event that the Holder has assigned this Warrant in full, in which caseelected to transfer registration rights to such transferee, the Holder transferee shall surrender this Warrant agree in writing to the Company within three (3) Trading Days be bound by all of the date on which terms and obligations under, and to receive all of the Holder delivers an assignment form to benefits under, the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by Registration Rights Agreement as a new holder for the purchase of Warrant Shares without having a new Warrant issuedthereunder. .

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay be transferred or assigned, in whole or in part, by the Holder provided that such transfer or assignment is in compliance with any restrictive legend set forth hereon. Such transfer will be effected without charge to the Holder upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written properly executed assignment of this Warrant substantially in to the form attached hereto duly executed by the Holder or Company, at its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender principal office, and, if required, such paymentthereafter, the Company shall execute and deliver will issue a new Warrant or Warrants warrant registered in the name of the assignee or assigneestransferee. If this Warrant is being transferred in part, the Company will issue new warrants, in each case evidencing the right to purchase the appropriate number of shares of Warrant Stock, registered in the names of the Holder and the transferee, as applicable, and in the denomination . Upon any transfer of all or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion any part of this Warrant not so assignedto any transferee, such transferee will be deemed the "Holder" of such warrant, to the extent transferred, as such term is used herein and will be deemed the owner hereof for all purposes. Each Holder, by taking or holding this Warrant, consents and agrees to be bound by the provisions of this Warrant shall promptly and consents and agrees that (i) this Warrant, when endorsed in blank, will be cancelled. Notwithstanding anything herein to deemed negotiable, (ii) the contrarybearer of this Warrant, the Holder shall not be required to physically surrender when this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewithis so endorsed, may be exercised treated by a new holder the Company (at the Company's option) and all other persons dealing with this Warrant, any notice to the contrary notwithstanding, as the absolute owner hereof for all purposes, including the purchase person entitled to exercise all rights represented by this Warrant and to transfer this Warrant on the books of the Company; provided, however, that until any transfer of this Warrant Shares without having a new is made on the books of the Company, the Company may treat the registered Holder as the owner of this Warrant issuedfor all purposes.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Stock and Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent Affiliates, in person or attorney by duly authorized attorney, upon delivery of this Warrant, the Assignment Form attached hereto and funds sufficient to pay any transfer taxes (in accordance with Section 2.5 hereof) payable upon the making of such transfer, to one or more transferees designated by the Holder; provided, however, that without the prior written consent of the Company (not to be unreasonably withheld), the Holder shall not transfer this Warrant to more than five (5) transferees. Any transferee will sign and deliver to the Company an investment letter in a form that is commercially reasonable, customary for use in similar Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. transactions and reasonably satisfactory to the Company. Upon such surrender delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.. b)

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth for in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agentagent (if issued in physical form), together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and cause the Warrant Agent to deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall cause the Warrant Agent to issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Holder for the purchase of Warrant Shares or Pre-Funded Warrants without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Each Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay be transferred, in whole or in part, upon surrender of this Warrant at to the principal office of extent permitted by applicable securities laws (including, without limitation, to an "accredited investor", as such term is defined in Rule 501(a) promulgated pursuant to the Company or its designated agentSecurities Act), together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making thereof by delivery of such transferWarrant, accompanied by a properly completed, duly executed, Assignment Form, to the Company. Upon As promptly as practicable but in any event within fifteen (15) Business Days of receipt of such surrender and, if required, such paymentduly executed Assignment Form, the Company shall execute shall, without charge, issue, register and deliver to the Holder thereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being transferred. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company in its discretion. The Company shall not be liable for complying with a request by a fiduciary or nominee of a fiduciary to register a transfer of any Warrant which is registered in the name of such fiduciary or nominee, unless made with the assignee actual knowledge that such fiduciary or assigneesnominee is committing a breach of trust in requesting such registration of transfer, as applicable, and in or with knowledge of such facts that the denomination or denominations specified in such instrument of assignment, and shall issue Company's participation therein amounts to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuedbad faith.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days trading days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d3.00(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.. b)

Transfer of Warrant. a) Transferability. Subject Prior to the Expiration Time and subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the holder hereof, in whole or in part, at the office or agency of the Company referred to in Section 1 hereof. Any such transfer shall be made upon surrender of this Warrant at together with the principal office of Assignment Form attached hereto properly executed, endorsed and guaranteed. Notwithstanding the foregoing, the Company or its designated agent, together with a written assignment may prohibit the transfer of this Warrant substantially in and the form attached hereto duly executed by rights hereunder to more than a single transferee or to a transferee which the Holder Company reasonably believes to be an actual or its agent or attorney and funds sufficient potential competitor of the Company. The Company shall not be required to pay effect any transfer taxes payable upon of this Warrant or the making rights hereunder unless the transferor and transferee provide the Company with an opinion of counsel that such transfer. Upon transfer is in compliance with applicable Federal and state securities laws, or provide the Company with information and representations sufficient for the Company to make such surrender anddetermination; provided, if requiredhowever, that Holder may transfer all or part of this Warrant to its affiliates, including, without limitation, Imperial Bancorp, at any time without notice to the Company and without any legal opinion, and such paymentaffiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the Company shall execute and deliver a new Warrant or Warrants cooperate fully in ensuring that any stock issued upon exercise of this warrant is issued in the name of the assignee or assignees, as applicable, and in affiliate that exercises the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledWarrant. Notwithstanding anything herein to the contrary, the Holder The Company shall not be required to physically surrender effect any transfer of this Warrant to or the Company rights hereunder unless the Holder has assigned transferee shall have agreed in writing to be bound by the restrictions set forth in this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, and following obtainment of the Requisite Stockholder Approval, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which 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. For the avoidance of doubt, this Warrant shall not be transferable in accordance with this Section 4(a) unless and until the Requisite Stockholder Approval has been obtained.

Transfer of Warrant. (a) Transferability. These Warrants have been issued pursuant to exemptions from the registration requirements of the Securities Act and any applicable state securities laws, and these Warrants may only be offered or sold pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in compliance with applicable state securities laws. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferattorney. Upon such surrender and, if required, such paymentsurrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 Holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, If this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient is to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which casetransferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 8(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase 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 number of Warrant Shares without having being transferred by the Holder and, if less than the total number of Warrant Shares then underlying all such Holder’s Warrants is being transferred (which number of transferred Warrant Shares by such Holder and its affiliates to the transferee and its affiliates may not be less than 100,000 shares (the “Minimum Transfer Amount”); provided, that such restriction shall not apply to transfers by the Holder to any of its affiliates, and, for purposes of determining whether the Minimum Transfer Amount is satisfied, all transfers by a Holder and its affiliates to a transferee and its affiliates shall be aggregated), a new Warrant issued(in accordance with Section 8(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred (which number of Warrant Shares may not be less than the Minimum Transfer Amount). The Minimum Transfer Amount shall be subject to the same adjustments as the number of Warrant Shares pursuant to Section 2. Without the prior written consent of the Company, no Holder may transfer any Warrant if, as a result of such transfer, the aggregate number of outstanding Warrants would be held of record by more than eight (8) Persons (treating, for purposes of this calculation, Persons that are “Affiliates,” as that term is defined in Rule 405 promulgated under the Securities Act, as a single Person).

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Stock and Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent Affiliates, in person or attorney by duly authorized attorney, upon delivery of this Warrant, the Assignment Form Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. attached hereto and funds sufficient to pay any transfer taxes (in accordance with Section 2.5 hereof) payable upon the making of such transfer, to one or more transferees designated by the Holder; provided, however, that without the prior written consent of the Company (not to be unreasonably withheld), the Holder shall not transfer this Warrant to more than five (5) transferees. Any transferee will sign and deliver to the Company an investment letter in a form that is commercially reasonable, customary for use in similar transactions and reasonably satisfactory to the Company. Upon such surrender delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued.

Transfer of Warrant. This Warrant is transferable; PROVIDED that no transfer shall be made that (a) Transferability. Subject transfers Warrants exercisable into fewer than 10,000 Warrant Shares, (b) does not comply with all applicable federal and state securities laws or (c) would require registration or qualification of the Warrant pursuant to compliance with the Securities Act or any applicable securities laws state blue sky law; and PROVIDED FURTHER that the conditions set forth in Section 4(d) hereof and Warrant Holder upon transfer of the Warrant must deliver to the provisions of Section 4.1 of the Purchase Agreement, this Company a duly executed Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially Assignment in the form attached hereto duly executed by the Holder or its agent or attorney and of Annex B hereto, with funds sufficient to pay any transfer taxes payable tax imposed in connection with such assignment (if any) and upon surrender of this Warrant Certificate to the making of such transferCompany. Upon such surrender and, if required, such payment, the The Company shall execute and deliver a new Warrant Certificate or Warrants Certificates in the form of this Warrant Certificate with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified in the fully executed Warrant Assignment or other instrument of assignment and, if the Warrant Holder's entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assignedHolder, and this Warrant Certificate shall promptly be cancelled. Notwithstanding anything herein Any transfer or exchange of this Warrant Certificate shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant Certificate or Certificates issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullhereof. 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.terms "

Transfer of Warrant. a) TransferabilityTRANSFERABILITY. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part (but if in part, in denominations of not less than the greater of 100,000 shares (subject to reverse and forward stock splits and the like), upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Securities Purchase Agreement, this Warrant and all rights hereunder Agreement (including, without limitation, any registration rights) are transferableArticle VI thereof), each Warrant may be transferred, in whole or in part, upon surrender of this Warrant at to an "accredited investor", as such term is defined in Rule 501(a) promulgated pursuant to the principal office of the Company or its designated agentSecurities Act, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient thereof by delivering to pay the Company such Warrant accompanied by a properly completed, duly executed, Assignment Form. As promptly as practicable but in any transfer taxes payable upon the making event within ten (10) Business Days of receipt of such transfer. Upon such surrender and, if required, such paymentAssignment Form, the Company shall execute shall, without charge, issue, register and deliver to the Holder thereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being transferred. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company in its discretion. The Company shall not be liable for complying with a request by a fiduciary or nominee of a fiduciary to register a transfer of any Warrant which is registered in the name of such fiduciary or nominee, unless made with the assignee actual knowledge that such fiduciary or assigneesnominee is committing a breach of trust in requesting such registration of transfer, as applicable, and in or with knowledge of such facts that the denomination or denominations specified in such instrument of assignment, and shall issue Company's participation therein amounts to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 issuedbad faith.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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 ADSs without having a new Warrant issued.

Transfer of Warrant. af) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof], this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which 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.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and This Warrant is not transferable until the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 Closing Date of the Stock Purchase Agreement. After such date, this Warrant is only transferable to directors, officers, employees and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office consultants of the Company; provided that no transfer shall be made that (a) transfers Warrants exercisable into fewer than 5,000 Warrant Shares, (b) does not comply with all applicable federal and state securities laws or (c) would require registration or qualification of the Warrant pursuant to the Securities Act or any applicable state blue sky law; and provided further that the Warrant Holder upon transfer of the Warrant must deliver to the Company or its designated agent, together with a written assignment of this duly executed Warrant substantially Assignment in the form attached hereto duly executed by the Holder or its agent or attorney and of Annex B hereto, with funds sufficient to pay any transfer taxes payable tax imposed in connection with such assignment (if any) and upon surrender of this Warrant Certificate to the making of such transferCompany. Upon such surrender and, if required, such payment, the The Company shall execute and deliver a new Warrant Certificate or Warrants Certificates in the form of this Warrant Certificate with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified in the fully executed Warrant Assignment or other instrument of assignment and, if the Warrant Holder's entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assignedHolder, and this Warrant Certificate shall promptly be cancelled. Notwithstanding anything herein Any transfer or exchange of this Warrant Certificate shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant Certificate or Certificates issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullhereof. 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.terms "

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the Holder, in whole person or in partby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form Assignment Form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer, to any transferee designated by Holder. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued.. The Company may require, as a condition of allowing a transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, (iii) that the