Common use of Transfers and Exchanges Clause in Contracts

Transfers and Exchanges. (a) The Holder may not sell, hypothecate, pledge or otherwise dispose of any interest in the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares. (c) It shall be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holder.

Transfers and Exchanges. Subject to the terms of Section 15 hereof, the Company shall from time to time register the transfer of the Warrant in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment attached hereto or as otherwise may be satisfactory to the Company, duly executed by the Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such transfer, the surrendered Warrant shall be canceled and disposed of by the Company and a new Warrant shall be issued to the transferee(s). The Holder agrees that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, the Holder shall deliver to the Company: (a) The Holder may not sell, hypothecate, pledge or an investment covenant substantially similar to Section 7(a) and otherwise dispose reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of any interest in the restrictive investment legend set forth below on the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares.Shares; (c) It shall be a condition to any transfer of this Warrant that the an agreement by such transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at may place a notation in the time of such transfer or exercise (i) a representation letter, or at the option stock books of the Company, Company or a legal opinion, in form and substance reasonably satisfactory “stop transfer order” with any transfer agent or registrar with respect to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that Warrant Shares; (d) an agreement by such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing transferee to be bound by the provisions of this Section 7, such statement 12 relating to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or Shares; and (e) transfers pursuant an opinion of counsel, reasonably satisfactory in form and substance to a divorce or dissolution of the marriage of a Holder.Company, that the transfer is exempt from registration requirements under the Securities Act and any applicable state securities laws. The Holder agrees that each Warrant and each certificate representing Warrant Shares will bear the following legend:

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be cancelled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so cancelled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Company from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in ______________________________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of Shares. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT -- Notwithstanding the foregoing, as long as until __________________, the Warrants shall not be transferable apart from the _____________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 _____________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the ___________________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. Subject to the terms of Section 13 hereof, the Company shall from time to time register the transfer of the Warrant in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment attached hereto or as otherwise may be satisfactory to the Company, duly executed by the Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such transfer, the surrendered Warrant shall be canceled and disposed of by the Company and a new Warrant shall be issued to the transferee(s). The Holder agrees that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, the Holder shall deliver to the Company: (a) The Holder may not sell, hypothecate, pledge or an investment covenant substantially similar to Section 7(a) hereof and otherwise dispose reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of any interest in the restrictive investment legend set forth below on the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares.Shares; (c) It shall be a condition to any transfer of this Warrant that the an agreement by such transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at may place a notation in the time of such transfer or exercise (i) a representation letter, or at the option stock books of the Company, Company or a legal opinion, in form and substance reasonably satisfactory “stop transfer order” with any transfer agent or registrar with respect to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that Warrant Shares; (d) an agreement by such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing transferee to be bound by the provisions of this Section 7, such statement 10 relating to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or Shares; and (e) transfers pursuant an opinion of counsel, reasonably satisfactory in form and substance to a divorce or dissolution of the marriage of a Holder.Company, that the transfer is exempt from registration requirements under the Securities Act and any applicable state securities laws. The Holder agrees that each Warrant and each certificate representing Warrant Shares will bear the following legend:

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be cancelled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so cancelled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Company from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in ____________________________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of Shares. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT -- Notwithstanding the foregoing, as long as until __________________, the Warrants shall not be transferable apart from the _____________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 _____________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the ___________________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be canceled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so canceled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Company from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in ____________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of Shares. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT - Notwithstanding the foregoing, as long as until ________________________, the Warrants shall not be transferable apart from the _______________________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 _____________________________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the _________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. (a) 8.1 The Holder may Investor agrees not to sell, hypothecate, pledge or otherwise dispose of any interest in the Warrant or of the Warrant Stock in the United States, its territories, possessions or any area subject to its jurisdiction, or to any person who is a national thereof or resident therein (including any estate of such person), or any corporation, partnership or other entity created or organized therein, unless such transfer would not violate any provision of this Section 78. (b) Subject 8.2 Upon representation to the conditions Company's transfer agent of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form of Assignment attached hereto, a new warrant shall be issued to the transferee therein namednew holder hereof. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares. (c) 8.3 It shall be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 7 hereof and agreeing to be bound by the provisions of this Section 79, such statement to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the The requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder Investor is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the HolderInvestor, (c) bona fide gifts to a member of a Holder’s holder's immediate family or trustee for a member of a Holder’s holder's immediate family, (d) transfers by will upon the death of a Holderholder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderholder; provided that such transfer is in compliance with applicable securities laws. It shall be a further condition to each such transfer that the transferee shall receive and accept a Warrant, of like tenor and date, executed by the Company.

Transfers and Exchanges. Subject to the terms of this Section 10, the Holder may assign the Warrant and its rights hereunder and the Company shall from time to time register the transfer of the Warrant in the Warrant Register upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such transfer, a new Warrant shall be issued to the transferee(s) and the surrendered Warrant shall be canceled and disposed of by the Company. The Holder agrees that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 and any applicable state securities laws, the Holder shall deliver to the Company: (a) The Holder may not sell, hypothecate, pledge or an investment covenant substantially similar to Section 6 and otherwise dispose reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of any interest in the restrictive investment legend set forth below on the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares.Shares; (c) It shall be a condition to any transfer of this Warrant that the an agreement by such transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at may place a notation in the time of such transfer or exercise (i) a representation letter, or at the option stock books of the Company, Company or a legal opinion, in form and substance reasonably satisfactory "stop transfer order" with any transfer agent or registrar with respect to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that Warrant Shares; (d) an agreement by such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing transferee to be bound by the provisions of this Section 7, such statement 10 relating to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or Shares; and (e) transfers pursuant an opinion of counsel, reasonably satisfactory in form and substance to a divorce or dissolution of the marriage of a HolderCompany, that the transfer is exempt from registration requirements under the Securities Act and any applicable state securities laws. The Holder agrees that each Warrant and each certificate representing Warrant Shares will bear the following legend (the "Legend"): THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be canceled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so canceled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Company from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in _____________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of Shares. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT - Notwithstanding the foregoing, as long as until ________________________, the Warrants shall not be transferable apart from the _______________________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 _____________________________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the _________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. (a) The Holder may This Warrant and the rights hereunder shall be transferable in whole or in part, subject to the limitations of and in accordance with the procedures hereinafter set forth in this Section 2(a). This Warrant and the Warrant Shares received upon the exercise of this Warrant have not sellbeen registered under the United States Securities Act of 1933, hypothecateas amended (as then in effect or any similar statute then in effect) (the "Securities Act"), pledge or otherwise dispose the securities laws of any interest state applicable to such exercise, issuance or transfer. Any transfer is restricted and may only be made provided the Company receives such assurances as the Company may reasonably request that the exercise of this Warrant, the transfer of this Warrant, or any part thereof, and the issuance of Warrant Shares pursuant to such exercise, will not violate the Securities Act. Such assurances may include (but need not be limited to) opinions of counsel, covenants by the holder or transferee to observe the Securities Act and the securities laws of any state applicable to such exercise, issuance or transfer and the placement of a legend on such certificate or certificates restricting subsequent transfers or sales. In order to transfer this Warrant, Holder shall give not less than ten (10) days' written notice to the Company, specifying (i) the name of the proposed transferee, (ii) the number of Warrant Shares to which the transfer relates and (iii) the amount of consideration to be paid therefor. The Company shall register the transfer of any portion of this Warrant in the Warrant or the Warrant Stock unless such transfer would not violate any provision Register, upon surrender of this Section 7. (b) Subject to Warrant, with the conditions Form of this Section 7Assignment attached hereto duly completed and signed, upon delivery to the Company of at the office specified in or pursuant to Section 3(b). Upon any such registration or transfer, a duly completed and executed Assignment new warrant to purchase Common Stock, in substantially the form attached heretoof this Warrant (any such new warrant, a new warrant "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee therein named. All new warrants and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued in connection with transfers or exchanges shall not require to the signature transferring Holder. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder at the office of the new Holder hereof and shall be identical Company specified in form and provision or pursuant to this Warrant except as Section 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of shares. (c) It shall Warrant Shares which may then be a condition to any transfer of this purchased hereunder. Any such New Warrant that will be dated the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time date of such transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderexchange.

Transfers and Exchanges. Subject to the terms of Section 13 hereof, the Company shall from time to time register the transfer of the Warrant in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment attached hereto or as otherwise may be satisfactory to the Company, duly executed by the Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such transfer, the surrendered Warrant shall be canceled and disposed of by the Company and a new Warrant shall be issued to the transferee(s). The Holder agrees that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, the Holder shall deliver to the Company: (a) The Holder may not sell, hypothecate, pledge or an investment covenant substantially similar to Section 7(a) hereof and otherwise dispose reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of any interest in the restrictive investment legend set forth below on the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares.Shares; (c) It shall be a condition to any transfer of this Warrant that the an agreement by such transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at may place a notation in the time of such transfer or exercise (i) a representation letter, or at the option securities ledgers of the Company, Company or a legal opinion, in form and substance reasonably satisfactory “stop transfer order” with any transfer agent or registrar with respect to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that Warrant Shares; (d) an agreement by such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing transferee to be bound by the provisions of this Section 7, such statement 10 relating to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or Shares; and (e) transfers pursuant an opinion of counsel, reasonably satisfactory in form and substance to a divorce or dissolution of the marriage of a Holder.Company, that the transfer is exempt from registration requirements under the Securities Act and any applicable state securities laws. The Holder agrees that each Warrant and each certificate representing Warrant Shares will bear the following legend:

Transfers and Exchanges. (a) The Holder may not sell, hypothecate, pledge or otherwise dispose of any interest in the Warrant or the Warrant Common Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares. (c) It shall be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holder.

Transfers and Exchanges. (a) The Holder may Warrant Agent shall not sell, hypothecate, pledge or otherwise dispose register the transfer of any interest outstanding Warrant in the Warrant Register except as follows: (i) if the transferee is, in the opinion of counsel for the transferring Holder, a person to whom the Warrants may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act of 1933, as amended (the “Securities Act”), with respect thereto and then only against receipt of such opinion of counsel for the transferring Holder in writing, which written opinion and counsel are acceptable to the Company, and a letter acceptable to the Company from such transferee in which such transferee represents that he or she is acquiring the Warrant Stock unless Warrants for his or her own account for investment purposes and not with a view to distribution and provides any other information and representations required by the Company, and in which such transfer would not violate any provision person agrees to comply with the requirements of this provision with respect to any resale or other disposition of such securities; (ii) upon surrender of such Warrants, duly endorsed; and (iii) upon payment of any applicable tax or taxes pursuant to Section 79 hereof. (b) Subject to the conditions Upon any such registration of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretotransfer, a new warrant Warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to for the number of sharesWarrant Shares transferred. If less than all the Warrant Shares are transferred, a new Warrant or Warrants shall be issued in the name of the Holder for the number of Warrant Shares evidenced by the Warrants so surrendered that have not been transferred. (c) It shall The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the CompanyHolder thereof, a legal opinion, in form and substance reasonably satisfactory when surrendered to the Company and Warrant Agent at its counseloffices or agency maintained in Woodmere, reciting New York (or at such other offices or agencies as may be designated by the pertinent circumstances surrounding Warrant Agent) for the proposed transfer and stating that such transfer is exempt from purpose of exchanging or transferring the prospectus and registration requirements Warrants, or at the offices of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties successor Warrant Agent as set forth provided in Section 6 hereof 18 hereof, for another Warrant or other Warrants of like tenor and agreeing to be bound by the provisions of this Section 7, such statement to be representing in the form aggregate a like number of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, Shares. (d) transfers by will The Company shall not be required to issue fractional Warrant Shares on the exercise of the Warrants. Any fractional interest in Warrant Shares on the exercise of the Warrants shall be rounded down to the nearest whole number. By accepting a Warrant, the Holder thereof expressly waives any right to receive a Warrant evidencing any fractional share of securities upon the death exercise of a HolderWarrant, or (e) transfers pursuant to a divorce or dissolution of the marriage receive any value whatsoever upon exercise of a Holderfractional interest in a Warrant.

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be cancelled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so cancelled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Company from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in _____________________ _________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of Shares. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT -- Notwithstanding the foregoing, as long as until __________________, the Warrants shall not be transferable apart from the _____________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 _____________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the ___________________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be cancelled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so cancelled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Company from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in ______________________________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of [Shares][Warrant Securities]. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. [[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT] Notwithstanding the foregoing, as long as until __________________, the Warrants shall not be transferable apart from the _____________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 _____________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the ___________________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be canceled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so canceled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Trust from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in ____________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of Shares. The Warrant Agent hereby is irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Trust, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Trust for such purpose. [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT: Notwithstanding the foregoing, as long as until ________________________, the Warrants shall not be transferable apart from the _______________________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 _____________________________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the _________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. 2.3.1 Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 2.2, unless compliance with the Transfer Restrictions shall be waived by the Company in writing delivered to the Trustee. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) The has been transferred by the Holder may not sell, hypothecate, pledge or otherwise dispose of any interest in the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject thereof pursuant to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares. (c) It shall be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of Rule 144 promulgated under the Securities Act, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S, and receipt by the Trustee of an Officer’s Certificate certifying that the Company has received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have received, at ceased and terminated with respect to such Note. At the time request of the Holder and upon the surrender of such transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory Restricted Notes to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement Trustee or Security Registrar for exchange in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7Clause 2.3.1, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such statement Restricted Note) shall thereupon cease to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer a “Restricted Note” for all purposes of this Warrant is First Supplemental Indenture. The Trustee shall not be liable for any action taken or omitted to be taken by it in compliance good faith and without negligence on its part in accordance with applicable securities laws and there are no significant issues such notice or any opinion of fact (such as whether or not the Holder is an “affiliate,” as such term is defined counsel. As used in Rule 144 of the Securities Act) or unusual questions of lawthis Clause 2.3.1, the requirement term “transfer” encompasses any sale, pledge, transfer or other disposition of a representation letter or legal opinion shall not apply any Notes referred to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderherein.

Transfers and Exchanges. (a) The Holder may not sell, hypothecate, pledge or otherwise dispose of any interest in the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares. (c) It shall be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holder.or

Transfers and Exchanges. (a) The Holder may not sell, hypothecate, pledge or otherwise dispose of any interest in the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares. (c) It shall be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be in the form of Assignment attached hereto. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “"affiliate,” " as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s 's immediate family or trustee for a member of a Holder’s 's immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holder.

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant of like tenor shall be issued to the transferee therein namedand the surrendered Warrant shall be canceled by the Warrant Agent. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and such Warrants so canceled shall be identical in form and provision to this delivered by the Warrant except as Agent to the number of shares. (c) It shall Company from time to time. The Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, when surrendered at the office in __________________ of the Warrant Agent, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a legal opinionlike number of Shares. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by accordance with the provisions of this Section 7and Section 3 of this Agreement, such statement new Warrants required pursuant to be in the form provisions of Assignment attached heretothis Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT-- Notwithstanding the foregoing, as long as until __________, the Warrants shall not be transferable apart from the __________ to which they are attached, any transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 __________ shall be deemed a transfer of the Securities Act) or unusual questions Warrants attached thereto, and any attempt to transfer the Warrants apart from the ___________ shall be void and of law, the requirement of no effect. Each Warrant shall contain a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or legend to the beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holderforegoing effect.]

Transfers and Exchanges. (a) The Holder may 9.1. This Warrant shall not sellbe transferable without the prior written consent of the Company, hypothecate, pledge or otherwise dispose of any interest in the Warrant or the Warrant Stock unless such transfer would which consent will not violate any provision of this Section 7be unreasonably withheld. (b) Subject to the conditions of this Section 7, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named9.2. All new warrants issued in connection with transfers or exchanges shall not require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of sharesshares of Warrant Stock. (c) 9.3. It shall be a condition to any transfer or exercise of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise, a statement in writing of the pertinent facts covering any proposed distribution thereof. It shall be a further condition to any transfer of this Warrant or of any or all of the shares of Series A Preferred Stock issued upon exercise of this Warrant (or Common Stock issuable upon conversion of the Series A Preferred Stock), other than a transfer registered under the Act, that the Company shall have received (i) a representation letter, or at the option of the Company, a legal opinion, in form and reasonably substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and the registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be in the form of Assignment attached hereto7 hereof. Notwithstanding the foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of the Securities Act) or unusual questions of law, the The requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder Investor is a partner or to the beneficial owners or affiliates of such partnershippartnership without further consideration, so long as such transfer is in compliance with applicable securities laws. Each certificate evidencing the shares of Series A Preferred Stock issued upon exercise of this Warrant (bor Common Stock issuable upon conversion of the Series A Preferred Stock), or upon any transfer of such shares (other than a transfer registered under the Act or any subsequent transfer of shares so registered) shall, at the option of the Company, contain a legend, in form and substance satisfactory to the Company and its counsel, restricting the transfer of this Warrant such shares to sales or any part thereof to beneficial owners, employees or affiliates other dispositions exempt from the requirements of the HolderAct. It shall be a further condition to each such transfer that the transferee shall receive and accept a Warrant, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate familylike tenor and date, (d) transfers executed by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a HolderCompany.

Transfers and Exchanges. (a) The Holder may not sellWarrant Agent shall transfer, hypothecatefrom time to time, pledge or otherwise dispose of any interest in outstanding Warrants upon the books to be maintained by the Warrant or the Warrant Stock unless such transfer would not violate any provision of this Section 7. (b) Subject to the conditions of this Section 7Agent for that purpose, upon delivery to the Company of a duly completed and executed Assignment in substantially the form attached heretosurrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new warrant Warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not require and the signature of the new Holder hereof and surrendered Warrant shall be identical in form and provision to this cancelled by the Warrant except as Agent. Warrants so cancelled shall be delivered by the Warrant Agent to the number of shares. (c) It shall Company from time to time upon request. Warrants may be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such transfer or exercise (i) a representation letter, or exchanged at the option of the Companyholder thereof, a legal opinion, in form and substance reasonably satisfactory to when surrendered at the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the prospectus and registration requirements office of the Securities Act Warrant Agent, for another Warrant, or other Warrants of different denominations of like tenor and applicable state securities laws and representing in the aggregate the right to purchase a like number of shares of Common Stock. No certificates for Warrants shall be issued except for (i) Warrants initially issued hereunder in accordance with Section 1 hereof, (ii) a statement Warrants issued upon any transfer or exchange of Warrants, (iii) Warrants issued in writing fromreplacement of lost, stolen, destroyed or mutilated certificates for Warrants pursuant to Section 7 hereof, and signed by(iv) at the option of the Board of Directors of the Company, Warrants in such form as may be approved by its Board of Directors, to reflect any proposed transferees containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be adjustment or change in the form Warrant Price or the number of Assignment attached heretoshares of Common Stock purchasable upon exercise of the Warrants made pursuant to Section 9 hereof. Notwithstanding the foregoing, as long as Warrants which were automatically converted from Bridge Warrants may not be transferred by the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 initial holders thereof until expiration of the Securities Acttwenty-four (24) or unusual questions of lawmonth period commencing on the Effective Date, the requirement of a representation letter or legal opinion shall not apply unless an earlier transfer is approved in advance and in writing by Maidstone Financial, Inc. Accordingly, such Warrants may certain legends and be subject to (a) the stop transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the beneficial owners or affiliates of and other restrictions limiting transfers during such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holder24 month period.