Common use of Transfer to Comply with the Securities Act Clause in Contracts

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). This Warrant, Neither this Warrant nor the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any ; provided, however, that Company acknowledges and agrees that any such transfer legend shall be accompanied by a transferor assignment substantially in the form attached to this Warrant removed from all certificates for DTC Eligible Common Stock delivered hereunder as Exhibit B (the “Transferor Assignment”), executed such Common Stock is cleared and converted into electronic shares by the transferor DTC, and the transferee and submitted nothing contained herein shall be interpreted to the Companycontrary. Upon receipt of the a duly executed Transferor Assignmentassignment of this Warrant, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred on the Holderbooks of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderInvestor.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). This Warrant, Neither this Warrant nor the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any 8; provided, however, that Company acknowledges and agrees that any such transfer legend shall be accompanied by a transferor assignment substantially in removed from all certificates for DTC Eligible Ordinary Shares delivered hereunder, provided that the form attached applicable holding period under Rule 144 has been met and no other conditions of Rule 144, including the requirement for current public information to this be available, would apply to sale of the Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted Shares. Subject to the Company. Upon foregoing, upon receipt of the a duly executed Transferor Assignmentassignment of this Warrant, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred on the Holderbooks of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer to Comply with the Securities Act. This Neither this Warrant, and nor any of the Warrant Shares, have not been registered under nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the 1933 Actterms and conditions hereof. This Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant, the . Each certificate for Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be soldWarrant, transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement unless at the time of exercise such exercise is registered under the 1933 Securities Act relating to of 1933, as amended (the “Securities Act”), shall bear a legend substantially in the following form: Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such security or legend (bexcept a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer Warrant Shares represented thereby need no longer be subject to the restriction contained in herein. The provisions of this Section 7. Any such transfer 9 shall be accompanied by binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a transferor assignment substantially in Registration Statement under the form attached Securities Act pursuant to this Warrant as Exhibit B (the “Transferor Assignment”)Section 12, executed sold by the transferor and the transferee and submitted to the Company. Upon receipt holder thereof in compliance with Rule 904 of the duly executed Transferor Assignment, Securities Act or sold by the Company holder thereof in compliance with Rule 144 under the Securities Act shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall thereafter cease to be deemed a to be “registered holder” or “registered assignWarrant Shares” for all purposes hereunder, and shall have all the rights of the Holderthis Warrant.

Transfer to Comply with the Securities Act. This Warrant, Note and the Warrant Shares, Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). This Warrant, Neither this Note nor the Warrant Conversion Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company Borrower that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of the Note to an affiliate of Lender. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares Note and any other security issued or issuable upon exercise of this Warrant Conversion Shares shall contain a legend, in form and substance satisfactory to counsel for the CompanyBorrower, setting forth the restrictions on transfer contained in this Section 7. Any 13; provided, however, that Borrower acknowledges and agrees that any such transfer legend shall be accompanied by a transferor assignment substantially in removed from all certificates for DTC Eligible Ordinary Shares delivered hereunder, provided that the form attached applicable holding period under Rule 144 has been met and no other conditions of Rule 144, including the requirement for current public information to this Warrant as Exhibit B (be available, would apply to sale of the “Transferor Assignment”), executed by the transferor and the transferee and submitted Conversion Shares. Subject to the Company. Upon foregoing, upon receipt of the a duly executed Transferor Assignmentassignment of this Note, the Company Borrower shall register the transferee thereon as the new Holder holder on the books and records of the Company Bxxxxxxx and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of Lender under this Note. Until this Note is transferred on the Holderbooks of Bxxxxxxx, Borrower may treat Lender as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). This Warrant, the The Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only not be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any This Warrant may be transferred by Investor so long as such transfer shall be accompanied by a transferor assignment substantially is done in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Companycompliance with applicable securities laws. Upon receipt of the a duly executed Transferor Assignmentassignment of this Warrant, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred on the Holder.books of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply if the Warrant or Warrant Shares are transferred to an affiliate of the Holder. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not yet been registered under the 1933 Act. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7Section. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as of Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderHolder hereof.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have has not been registered under the 1933 ActAct and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated without (other than to an Affiliatei) if (a) there exists an effective registration statement under the 1933 Act relating to such security security, or (bii) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each Each certificate for this the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legendlegend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7Section. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as of Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee Transferee thereon as the new Holder on the books and records of the Company and such transferee Transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderHolder hereof.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the 1933 Securities Act of 1933, as amended, (the "Act") and has been issued to the Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists in the absence of an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each Each certificate for this the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legendlegend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7Section. Any such transfer shall be accompanied by a transferor assignment substantially The Holder understands that this Warrant and the stock purchasable hereunder constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities and Exchange Commission is not now, and may not in the form attached to future be, available for resales of this Warrant as Exhibit B (and/or the “Transferor Assignment”), executed by stock purchasable hereunder. All certificates representing the transferor and Warrant Shares will be endorsed with the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.following legend:

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7; provided, however, that Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the DTC (as defined in the Note), and nothing contained herein shall be interpreted to the contrary. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderInvestor.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of the Holder. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Securities Act. This Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Securities Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Securities Act. Until such time as registration has occurred under the 1933 Securities Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “"Transferor Assignment”"), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “"registered holder” " or “"registered assign” " for all purposes hereunder, and shall have all the rights of the HolderInvestor.

Transfer to Comply with the Securities Act. This WarrantWarrant may not be exercised, and the neither this Warrant Shares, have not been registered under the 1933 Act. This Warrant, nor any of the Warrant Shares may be disposed of, in whole or in part, except in compliance with applicable United States federal and any other security state securities or “blue sky” laws and the terms and conditions hereof. Any new Warrant issued or issuable upon exercise transfer of this Warrant may only be soldwill bear a legend in substantially the same form as the legend set forth on the first page of this Warrant, transferred, pledged or hypothecated (other than unless the Holder delivers to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under such new Warrant need no longer be subject to the 1933 Actrestriction contained herein. Until such time as registration has occurred under the 1933 Act, each Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain (or subsequently issued in substitution or exchange for such Warrant Shares), unless either (i) at the time of exercise such Warrant Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the Warrant Shares are no longer subject to the restriction contained herein, will bear a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment legend substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”)following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, executed by the transferor and the transferee and submitted to the CompanyAS AMENDED. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderNO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH ACT DOES NOT APPLY.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7; provided, however, that the Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the DTC (as defined in the Note), and nothing contained herein shall be interpreted to the contrary. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7Section. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as of Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderHolder hereof.

Transfer to Comply with the Securities Act. This WarrantWarrant may not be exercised, and the neither this Warrant Shares, have not been registered under the 1933 Act. This Warrant, nor any of the Warrant Shares may be disposed of except in compliance with applicable United States federal and any other security state securities or “blue sky” laws and the terms and conditions hereof. Any new Warrant issued or issuable upon exercise transfer of this Warrant may only be soldwill bear a legend in substantially the same form as the legend set forth on the first page of this Warrant, transferred, pledged or hypothecated (other than unless the Holder delivers to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under such new Warrant need no longer be subject to the 1933 Actrestriction contained herein. Until such time as registration has occurred under the 1933 Act, each Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain (or subsequently issued in substitution or exchange for such Warrant Shares), unless either (i) at the time of exercise such Warrant Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the Warrant Shares are no longer subject to the restriction contained herein, will bear a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment legend substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”)following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, executed by the transferor and the transferee and submitted to the CompanyAS AMENDED. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderNO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH ACT DOES NOT APPLY.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, . have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “"Transferor Assignment”"), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “"registered holder” " or “"registered assign” " for all purposes hereunder, and shall have all the rights of the HolderInvestor.

Transfer to Comply with the Securities Act. This Warrant, and Company is required to register the Warrant Shares, have not been registered under the 1933 Act. This Warrant, re-sale of the Warrant Shares and any other security issued or issuable upon exercise of this pursuant to the terms set forth in the Registration Rights Agreement. Neither the Warrant nor the Warrant Shares may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act or an exemption under for the resale of the Warrant and/or or Warrant Shares is available under Rule 144 under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor AssignmentAssignment and any required legal opinions or evidence of registration, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderInvestor.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of Holder. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have has not yet been registered under the 1933 Act. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (bii) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legendlegend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7Section. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as of Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderHolder hereof.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"). This Warrant, Neither this Warrant nor the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any ; provided, however, that Company acknowledges and agrees that any such transfer legend shall be accompanied by a transferor assignment substantially in the form attached to this Warrant removed from all certificates for DTC Eligible Common Stock delivered hereunder as Exhibit B (the “Transferor Assignment”), executed such Common Stock is cleared and converted into electronic shares by the transferor DTC, and the transferee and submitted nothing contained herein shall be interpreted to the Companycontrary. Upon receipt of the a duly executed Transferor Assignmentassignment of this Warrant, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “"registered holder” " or “"registered assign” " for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred on the Holderbooks of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 8.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of the Holder. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “"Transferor Assignment”"), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “"registered holder” " or “"registered assign” " for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of the Holder. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7; provided, however, that the Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the DTC (as defined in the Note) if the Holder has provided an Opinion Letter as defined under the Agreement or an effective Registration Statement which provide the resale of such Warrant Shares, and nothing contained herein shall be interpreted to the contrary. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This WarrantWarrant may not be exercised, and the neither this Warrant Shares, have not been registered under the 1933 Act. This Warrant, nor any of the Warrant Shares may be disposed of, in whole or in part, except in compliance with applicable United States federal and any other security state securities or "blue sky" laws and the terms and conditions hereof. Any new Warrant issued or issuable upon exercise transfer of this Warrant may only be soldwill bear a legend in substantially the same form as the legend set forth on the first page of this Warrant, transferred, pledged or hypothecated (other than unless the Holder delivers to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under such new Warrant need no longer be subject to the 1933 Actrestriction contained herein. Until such time as registration has occurred under the 1933 Act, each Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain (or subsequently issued in substitution or exchange for such Warrant Shares), unless either (i) at the time of exercise such Warrant Shares are registered under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) the Warrant Shares are no longer subject to the restriction contained herein, will bear a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment legend substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”)following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, executed by the transferor and the transferee and submitted to the CompanyAS AMENDED. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderNO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH ACT DOES NOT APPLY.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit W-B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not yet been registered under the 1933 Act. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 ActAct or the Company has received an opinion of counsel reasonably satisfactory to it, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7Section. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as of Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderHolder hereof.

Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This Warrant, Neither this Warrant nor any of the Warrant Shares and or any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7; PROVIDED, however, that the Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the DTC (as defined in the Note), and nothing contained herein shall be interpreted to the contrary. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”"TRANSFEROR ASSIGNMENT"), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “"registered holder” " or “"registered assign” " for all purposes hereunder, and shall have all the rights of the Holder.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). This Warrant, Neither this Warrant nor the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any 7 ; provided, however, that Company acknowledges and agrees that any such transfer legend shall be accompanied by a transferor assignment substantially in the form attached to this Warrant removed from all certificates for DTC Eligible Common Stock delivered hereunder as Exhibit B (the “Transferor Assignment”), executed such Common Stock is cleared and converted into electronic shares by the transferor DTC, and the transferee and submitted nothing contained herein shall be interpreted to the Companycontrary. Upon receipt of the a duly executed Transferor Assignmentassignment of this Warrant, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred on the Holderbooks of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the 1933 Act. This Warrant, None of the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of any security to an affiliate of the Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 78; provided, however, that the Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the DTC, and nothing contained herein shall be interpreted to the contrary. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the HolderInvestor.

Transfer to Comply with the Securities Act. This Warrant, Warrant and the Warrant Shares, Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"). This Warrant, Neither this Warrant nor the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred, pledged or hypothecated (other than to an Affiliate) if without (a) there exists an effective registration statement under the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant and any Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any ; provided, however, that Company acknowledges and agrees that any such transfer legend shall be accompanied by a transferor assignment substantially in the form attached to this Warrant removed from all certificates for OTC Eligible Common Stock delivered hereunder as Exhibit B (the “Transferor Assignment”), executed such Common Stock is cleared and converted into electronic shares by the transferor OTC, and the transferee and submitted nothing contained herein shall be interpreted to the Companycontrary. Upon receipt of the a duly executed Transferor Assignmentassignment of this Warrant, the Company shall register the transferee thereon as the new Holder holder on the books and records of the Company and such transferee shall be deemed a “"registered holder” " or “"registered assign” " for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred on the Holderbooks of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.