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. Notwithstanding the foregoing, no registration or legal opinions shall be required in connection with a transfer of this Warrant or the Warrant Shares by the Holder to (i) a member of such limited liability company or a retired member or to the estate of any such member or retired member, or (ii) a transfer to an officer or employee of the Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 8, or (ii) a transfer made in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"). Subject to the provisions of this Warrant with respect to compliance with the Securities Act, 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). Notwithstanding the foregoing, no registration investment representation letter or legal opinions opinion of counsel shall be required in connection with a for any transfer of this Warrant (or the Warrant Shares by the Holder to any portion thereof) or any shares of Preferred Stock or Common Stock issued upon exercise hereof or conversion thereof (i) a member in compliance with Rule 144 or Rule 144A of such limited liability company or a retired member or to the estate of any such member or retired memberAct, or (ii) a transfer by gift, will or intestate succession by the Holder to an officer his or employee her spouse or lineal descendants or ancestors or any trust for any of the Holder as permitted by NASD rules, foregoing; provided that in each of the foregoing cases the transferee in each case agrees in writing to be subject to the terms of this Section 8, or (ii) a transfer made in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"6(c). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act"), 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 be transferred to “affiliates” of the Holder, as defined in Rule 405, as promulgated by the Securities and Exchange Commission (the “SEC”) and, with the prior written consent of the Company, to other persons, provided that such transferee agrees to be bound by the other restrictions on transfer applicable to the Warrant Shares. Notwithstanding the foregoing, 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). Notwithstanding the foregoingHowever, no registration investment representation letter or legal opinions opinion of counsel shall be required in connection with a for any transfer of this Warrant (or the any portion thereof) or any shares of Common Stock issued upon exercise hereof in compliance with Rule 144(k) and no opinion of counsel shall be required for any transfer of this Warrant Shares by the Holder to (ior any portion thereof) a member of such limited liability company or a retired member or to the estate of any such member or retired member, or (ii) a transfer to an officer or employee in compliance with Rule 144A; provided that in each of the Holder as permitted by NASD rules, provided that foregoing cases the transferee in each case agrees in writing to be subject to the terms of this Section 8, or (ii) a transfer made in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"7(C). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act"), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment 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). Notwithstanding the foregoing, no registration investment representation letter or legal opinions opinion of counsel shall be required in connection with a for any transfer of this Warrant (or the Warrant Shares by the Holder to any portion thereof) or any shares of Preferred Stock or common Stock issued upon exercise hereof or conversion thereof (i) a member in compliance with Rule 144 or Rule 144A of such limited liability company or a retired member or to the estate of any such member or retired memberAct, or (ii) a transfer by gift, will or intestate succession by the Holder to an officer his or employee her spouse or lineal descendants or ancestors or any trust for any of the Holder as permitted by NASD rules, foregoing; provided that in each of the foregoing cases the transferee in each case agrees in writing to be subject to the terms of this Section 8, or (ii) a transfer made in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"7(c). Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act"), 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.