Common use of Transferability and Exchange Clause in Contracts

Transferability and Exchange. (a) This Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counsel, or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company; provided, however, that notwithstanding anything herein to the contrary, prior to the first anniversary of the Issuance Date, transfers may only be made to directors, officers, employees, principals, shareholders and affiliates of Holder. If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto.

Transferability and Exchange. (a) This Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counsel, or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company; provided, however, that notwithstanding anything herein this Warrant and the underlying shares of Common Stock: (i) may be distributed to any partners or shareholders of Holder as a dividend or liquidation plan; it being acknowledged and agreed that any such transferee, by acceptance of such transfer, will be deemed to have accepted, and to be bound by, the contraryterms of this Warrant; and (ii) except as provided in (i) above, may not be transferred in a private sale without the Holder receiving the prior to the first anniversary written consent of the Issuance DateBoard of Directors of the Company, transfers which consent may only be made to directors, officers, employees, principals, shareholders and affiliates withheld in the sole discretion of Holderthe Board of Directors of the Company. If this Warrant is transferred, in whole or in part, in compliance with the terms and provisions of this Agreement, then the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto.

Transferability and Exchange. (a) This Warrant, and the Common Stock Shares issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counsel, or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock Shares shall be transferable from time to time by the Holder upon written notice to the Company; providedCompany (However, however, that notwithstanding anything herein Purchaser agrees not to transfer the contrary, prior warrant to the first anniversary any competitor of the Issuance Date, transfers may only be made to directors, officers, employees, principals, shareholders and affiliates of HolderCompany). If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock Shares that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender.

Transferability and Exchange. (a) This Warrant, and the Common Stock issuable upon the exercise hereofShares, may not be sold, transferred, pledged or hypothecated unless without (i) the prior written approval of the Company, and (ii) the Company shall have been provided with having received an opinion of counsel, or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and Act or any applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock Shares shall be transferable from time to time by the Holder to Affiliates (as defined below) of Holder upon written notice to the Company; provided, however, that notwithstanding anything herein . In addition to the contraryconditions above, any other sale, assignment, pledge, or other transfer of this Warrant (including by merger or operation of law, which shall be deemed to be an assignment), shall require the prior to the first anniversary written consent of the Issuance Date, transfers may only be made to directors, officers, employees, principals, shareholders and affiliates of HolderCompany. If this Warrant is transferred, in whole or in part, in accordance with the provisions above, the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock Shares that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares the Shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto, together with funds sufficient to pay related transfer taxes (if any). This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender.

Transferability and Exchange. (a) This Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with written notice of the sale or other distribution describing briefly the manner thereof, together with an opinion of counsel, or other evidence evidence, reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities lawslaws or unless such transfer shall have been registered under the Securities Act of 1933, as amended. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company; provided. Promptly upon receiving such written notice and reasonably satisfactory opinion or other evidence, howeverif so requested, the Company, as promptly as practicable but no later than fifteen (15) days after receipt of the written notice, shall notify such holder that notwithstanding anything herein such holder may sell or otherwise dispose of this Warrant or such Common Stock, all in accordance with the terms of the notice delivered to the contrary, prior Company. If a determination has been made pursuant to this Section 4(a) that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the first anniversary Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Warrant or such Common Stock may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Issuance DateSecurities Act, transfers provided that the Company shall have been furnished with such information as the Company may only be made reasonably request to directorsprovide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Warrant or the Common Stock thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, officersunless in the aforesaid opinion of counsel for the holder, employees, principals, shareholders and affiliates of Holdersuch legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and and, on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender.

Transferability and Exchange. (a) This Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with written notice of the sale or other distribution describing briefly the manner thereof, together with an opinion of counsel, or other evidence evidence, reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities lawslaws or unless such transfer shall have been registered under the Securities Act of 1933, as amended. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company; provided. Promptly upon receiving such written notice and reasonably satisfactory opinion or other evidence, howeverif so requested, that notwithstanding anything herein to the contraryCompany, prior to the first anniversary as promptly as practicable but no later than fifteen (15) days after receipt of the Issuance Datewritten notice, transfers shall notify such holder that such holder may only be made to directors, officers, employees, principals, shareholders and affiliates of Holder. If this Warrant is transferred, in whole sell or in part, the Company shall, upon surrender otherwise dispose of this Warrant or such Common Stock, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 5(a) that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, deliver to each transferee a the Company shall so notify the holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Warrant evidencing the rights of or such transferee to purchase the number of shares of Common Stock may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Securities Act, provided that the Company shall have been furnished with such transferee is entitled information as the Company may reasonably request to purchase provide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Warrant or the Common Stock thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such transferlaws, unless in the aforesaid opinion of counsel for the holder, such legend is not required in order to ensure compliance with such laws. The Company may place a legend similar issue stop transfer instructions to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially its transfer agent in the form set forth in Exhibit B attached heretoconnection with such restrictions.

Transferability and Exchange. (a) This Class B Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with written notice of the sale or other distribution describing briefly the manner thereof, together with an opinion of counsel, or other evidence evidence, reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities lawslaws or unless such transfer shall have been registered under the Securities Act of 1933, as amended. Subject to the satisfaction of the aforesaid condition, this Class B Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company; provided. Promptly upon receiving such written notice and reasonably satisfactory opinion or other evidence, howeverif so requested, the Company, as promptly as practicable but no later than fifteen (15) days after receipt of the written notice, shall notify such holder that notwithstanding anything herein such holder may sell or otherwise dispose of this Class B Warrant or such Common Stock, all in accordance with the terms of the notice delivered to the contrary, prior Company. If a determination has been made pursuant to this Section 4(a) that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the first anniversary Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Class B Warrant or such Common Stock may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Issuance DateSecurities Act, transfers provided that the Company shall have been furnished with such information as the Company may only be made reasonably request to directorsprovide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Class B Warrant or the Common Stock thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, officersunless in the aforesaid opinion of counsel for the holder, employees, principals, shareholders and affiliates of Holdersuch legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. If this Class B Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Class B Warrant to the Company, deliver to each transferee a Class B Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Class B Warrant on any replacement Class B Warrant and and, on each certificate representing shares issuable upon exercise of this Class B Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Class B Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Class B Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto.. This Class B Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. In addition to the exchange provided for in paragraph (c) above, in lieu of cash exercising this Class B Warrant, the Holder may elect to exchange this Class B Warrant in whole or in part for shares of Common Stock equal to the value of this Class B Warrant (or the portion thereof being canceled). The number of shares of Common Stock to be issued on any such exchange of this Class B Warrant will be determined as follows: CS = WCS x (FMV - EP) FMV Where:

Transferability and Exchange. (a) This Warrant, and the Common Stock Shares issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counsel, or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock Shares shall be transferable from time to time by the Holder upon written notice to the Company; providedCompany (However, however, that notwithstanding anything herein Placement Agent agrees not to transfer the contrary, prior warrant to the first anniversary any competitor of the Issuance Date, transfers may only be made to directors, officers, employees, principals, shareholders and affiliates of HolderCompany). If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock Shares that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender.

Transferability and Exchange. (a) This Warrant, Warrant and the Common Stock issuable upon the exercise hereof, hereof may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counselcounsel (which opinion shall be reasonably satisfactory to the Company), or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act of 1933, as amended (the "Securities Act"), and any other applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and (in increments of the underlying lesser of (i) 25,000 shares, or the number of shares for which this Warrant is then exercisable) and, after exercise, such shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company; provided, however, that notwithstanding anything herein to the contrary, prior to the first anniversary of the Issuance Date, transfers may only be made to directors, officers, employees, principals, shareholders and affiliates of Holder. If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Warrant to the Company, the Company shall deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of on this Warrant on or any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or (and, with respect to such shares, a related stop order) as to which the Company has not been provided evidence that the transfer of such security would not be in violation of the Securities Act and any replacement Warrantsother applicable state securities laws. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit EXHIBIT B attached hereto.