Common use of Transferability and Nonnegotiability of Warrant Clause in Contracts

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreement, title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company)) and any shareholders agreement to which the transferor is a party. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreement), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed attached as Annex II hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "“Act"”) and subject to Sections 3 the First Refusal Agreement and 7 of the Purchase Agreement, title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with the terms and conditions of the Purchase Agreement and all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Purchase Agreement, Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreementapplicable state securities laws, title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with (i) Section 4 (Right of First Refusal) of the Subscription Agreement dated , 200_____, by and between Holder and the Company, and (ii) all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreementsuch compliance, title to this Warrant may be transferred by endorsement (by the Holder executing the assignment form attached hereto as Annex B (the “Assignment Form annexed heretoForm”) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This this Warrant may ----------------------------------------------- not be transferred to any company merging with or assigned acquiring substantially all of the assets of Holder subject to Section 26.6 of the SRA, and (ii) warrants to purchase up to 70,000 shares may be transferred to employees of Holder other than Xxxxxx Xxxxxxxx or Xxxx Xxxxx (a "Permitted Transferee") and in whole or in part without each instance after compliance with all ----- applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to described herein and compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreement), title to this Warrant may be transferred by endorsement to a Permitted Transferee (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant ----------------------------------------------- may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Securities Act") and subject to Sections 3 and 7 of the Purchase Agreement), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and letters, legal opinions and market standoff agreements reasonably satisfactory to the Company, if such are requested by the Company). Notwithstanding the foregoing, no investment representation letter or opinion of counsel shall be required for any transfer of this Warrant (or any portion thereof) or any shares of Common Stock issued upon exercise hereof in compliance with Rule 144 of the Securities Act of 1933, as amended (the “Act”); provided that in each case the transferee agrees in writing to be subject to the terms of this Warrant (including, without limitation, this Section 8(c)). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreement, title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with (i) Section 4 (Right of First Refusal) of the Subscription Agreement dated _______________, 2009, by and between Holder and the Company, and (ii) all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreementsuch compliance, title to this Warrant may be transferred by endorsement (by the Holder executing the assignment form attached hereto as Annex B (the "Assignment Form annexed heretoForm") and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred or assigned in whole or in part without compliance with (i) Section 4 (Right of First Refusal) of the Subscription Agreement dated _______________, 200__, by and between Holder and the Company, and (ii) all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreementsuch compliance, title to this Warrant may be transferred by endorsement (by the Holder executing the assignment form attached hereto as Annex B (the “Assignment Form annexed heretoForm”) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

Transferability and Nonnegotiability of Warrant. This Warrant may ----------------------------------------------- not be transferred transferred, sold, assigned, pledged, mortgaged, hypothecated or assigned otherwise disposed of, in whole or in part part, without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act") and subject to Sections 3 and 7 of the Purchase Agreement), title to this Warrant may be transferred by endorsement indorsement (by the Holder holder executing the Assignment Form assignment form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement indorsement and delivery.