Common use of Warrant Transferable Clause in Contracts

Warrant Transferable. The Holder of this Warrant may transfer and assign it to any Affiliate, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunder, in whole or in part, is registrable at the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any permitted or approved transfer of this Warrant to any person, other than a person who is at that time a holder of other Warrants, the Partnership shall have the right to require the Holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall not be affected by any notice to the contrary.

Warrant Transferable. The Holder Subject to the restrictions of this Warrant may transfer and assign it to any Affiliate, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”paragraph 6(ii), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer each of this Warrant and all rights hereunder, in whole or in part, is registrable at shall be registered on the office or agency books of the Partnership referred Company to in Section 5 by the Holder in person or by his duly authorized attorneybe maintained for such purpose, upon surrender of this Warrant with a properly endorsedexecuted Assignment (in the form of Exhibit II hereto) at the principal office of the Company, together with a funds sufficient to pay any transfer taxes in connection with the making of such transfer. Upon any permitted such surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or approved transfer Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned and this Warrant shall promptly be cancelled. A Warrant may be exercised by the new holder for the purchase of Warrant Units without having a new Warrant issued. (i) The Registered Holder, by acceptance of this Warrant, agrees, with respect to any personthis Warrant, to the restrictive legend requirements and transfer and other than a person who is at that time a holder of other Warrantsprovisions contained in the Operating Agreement. Furthermore, the Partnership shall have the right to require the Holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Registered Holder of this Warrant, by taking acceptance thereof, agrees and acknowledges that the Warrant Units issuable upon the exercise hereof, are subject to the restrictive legend requirements set forth on the forepart of this Warrant and that each certificate evidencing the Warrant Units shall be stamped or holding otherwise imprinted with a legend similar to that at the same, consents and agrees that forepart of this Warrant, when endorsed in blankunless prior to the exercise of this Warrant, shall be deemed negotiable, and that the Holder, when this Warrant Units issuable upon exercise thereof shall have been so endorsedregistered under the Securities Act of 1933. (ii) The Company shall prepare, may issue and deliver at its own expense any new Warrant or Warrants required to be treated by issued under this Section 6; provided that the Partnership Registered Holder of the Warrant shall be responsible for any and all other persons dealing transfer taxes incurred in connection with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall not be affected by any notice to the contraryWarrant.

Warrant Transferable. The Holder of this Warrant may transfer and assign it to any Affiliate, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunder, in whole or in part, is registrable at the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any permitted or approved transfer of this Warrant to any person, other than a person who is at that time a holder of other Warrants, the Partnership shall have the right to require the Holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall not be affected by any notice to the contrary.

Warrant Transferable. The Holder of this Warrant may transfer and assign it to any Affiliate, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the PartnershipIssuer, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunder, in whole or in part, is registrable at the office or agency of the Partnership Issuer referred to in Section 5 by the Holder in person or by his duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any permitted or approved transfer of this Warrant to any person, other than a person who is at that time a holder of other Warrants, the Partnership Issuer shall have the right to require the Holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership Issuer and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the PartnershipIssuer; but until due presentment for registration of transfer on such books the Partnership Issuer may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership Issuer shall not be affected by any notice to the contrary.

Warrant Transferable. The Holder of this Warrant may transfer and assign it to any Affiliateaffiliate of Holder, provided that such party person is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect, or a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act, as presently in effect). The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunder, in whole or in part, is registrable at the office or agency of the Partnership referred to in Section 5 9(e) by the Holder in person or by his duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any permitted or approved transfer of this Warrant to any person, other than a person who is at that time a holder of other Warrants, the Partnership shall have the right to require the Holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder Holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall not be affected by any notice to the contrary.

Warrant Transferable. The Holder of this Warrant may Subject to the transfer and assign it conditions referred to any Affiliatein the legend endorsed hereon, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunderhereunder (including the Exercise Shares) are transferable, in whole or in part, is registrable at without charge to the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorneyRegistered Holder, upon surrender of this Warrant (or certificate for Exercise Shares) with a properly endorsed. completed and duly executed Assignment at the principal office of the Company together with funds sufficient to pay any transfer taxes as described in Section 1C. Upon any permitted such compliance, surrender and delivery, the Company shall execute and deliver a new Warrant or approved transfer Warrants (or shares) in the name of the assignee or assignees and in denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant (or shares) to evidence the portion of this Warrant to (or shares), if any, not so assigned, and this Warrant (or shares) shall promptly be cancelled. Without limiting the generality of the foregoing, upon a Sale of the Company Transaction structured as a sale of the capital stock of the Company (whether by direct sale, merger or otherwise), in lieu of any person, other than a person who is at that time a holder exercise hereof and sale of other Warrantsthe underlying Exercise Shares, the Partnership Registered Holder shall have the right to require transfer and sell this Warrant to one or more third party purchasers for the purchase price otherwise payable by such Persons for Common Stock in such transaction less the Aggregate Exercise Price. The Registered Holder and agrees that until such time as any transfer pursuant to this Section 6 is recorded on the transferee books of the Company, the Company may treat the Registered Holder on the books of the Company as the absolute owner; provided, that nothing in this Warrant affects any requirement that transfer of any Warrant or share of Common Stock is issued or issuable upon the exercise of such Warrant be subject to make customary representations to the extent reasonably necessary to assure that the transfer will comply compliance with the Securities Act and any all applicable state and foreign securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall not be affected by any notice to the contrary.

Warrant Transferable. The Holder Subject to compliance with the terms and conditions of this Warrant may transfer Section 11, the Purchase Agreement and assign it to any Affiliatethe other Transaction Agreements, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunderhereunder are transferable to Permitted Transferees, in whole or in part, is registrable at without charge to the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorneyholder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsedendorsed or accompanied by a written instruction of transfer substantially in the form attached hereto as Exhibit 2; provided that the transferee consents in writing to be bound by the terms hereunder. With respect to any offer, sale or other disposition of this Warrant prior to registration of such Warrant, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof and indicating whether or not under the Securities Act certificates for this Warrant require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and the written consent of the proposed transferee agreeing to be bound by the terms hereunder, the Company, as promptly as practicable, shall notify the Holder that it may sell or otherwise dispose of this Warrant, all in accordance with the terms of the notice delivered to the Company. Each certificate representing this Warrant transferred in accordance with this Section 11 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. As used herein, the term “Permitted Transferee” means, as to any permitted or approved proposed transfer of this Warrant by any Holder to (a) if the Holder is a natural person, his/her ancestors, descendants, siblings, or spouse, any executor or administrator of his/her estate, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary primarily for the account of such Holder or his/her ancestors, descendants, siblings, or spouse, whether step, in-law or adopted, and, in the case of any such trust or fiduciary, a transfer of the Warrant thereto solely for bona fide estate planning purposes, either during his/her lifetime or on death by will or intestacy; (b) if the Holder is a partnership (including, without limitation, a limited partnership) or limited liability company, a partner or retired partner, or member or retired member, or any Affiliate of such Hxxxxx; (c) the Company, if effected pursuant to any person, redemption or repurchase right; (d) any Person in connection with a Sale of the Company; (e) (i) any Affiliate of a Holder (other than a person who any investment portfolio company of such Holder that is at that time a holder an Affiliate), (ii) any successor of such Holder by consolidation, merger or transfer of assets of such Purchaser, (iii) the then existing members, shareholders, Affiliates or other Warrantsinvestors in the Purchaser in connection with the dissolution or winding-up of such Holder, the Partnership shall have the right to require or (iv) any Person in connection with any consolidation or reorganization of the Holder directly or indirectly with or into one or more other investment vehicles; or (f) solely with respect to CII (as defined in the Purchase Agreement) or any Permitted CII Transferee (as defined in the Purchase Agreement), transfers by or among CII and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall not be affected by any notice to the contraryPermitted CII Transferees.

Warrant Transferable. The Holder of this Warrant may transfer and assign it to any Affiliate, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this This Warrant may not transfer and assign it to any other person without be transferred or assigned except in accordance with the prior written consent provisions of the Partnership, which consent shall not be unreasonably withheldPurchase Agreement. The permitted or approved transfer of this Warrant and all rights hereunder, in whole or in part, is registrable at the office or agency of the Partnership Company referred to in Section 5 Paragraph 7(e) hereof by the Holder holder hereof in person or by his duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any permitted or approved transfer of this Warrant to any person, other than a person who is at that time a holder of other Warrants, the Partnership Company shall have the right to require the Holder holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder Each holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holderholder hereof, when this Warrant shall have been so endorsed, may be treated by the Partnership Company and all other persons dealing with this Warrant as the absolute owner and holder hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the PartnershipCompany; but until due presentment for registration of transfer on such books the Partnership Company may treat the registered Holder holder hereof as the owner and holder of this Warrant hereof for all purposes, and the Partnership Company shall not be affected by any notice to the contrary.

Warrant Transferable. The Holder Subject to the transfer conditions referred to in the legend endorsed hereon, this warrant and all rights hereunder are transferable upon the prior written consent of the Company (which consent shall not be unreasonably withheld), in whole or in part, without charge to the Registered Holder, upon surrender of this Warrant with a properly executed Assignment (in the form of Exhibit 1.2 hereto) at the principal office of the Company; provided, however, that the Registered Holder may transfer and assign it to any Affiliate, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it all rights hereunder to any other person an Affiliate without the prior written consent of the PartnershipCompany. Notwithstanding the foregoing, which consent shall not be unreasonably withheld. The permitted or approved transfer the restrictions imposed upon the transferability of this Warrant and all rights hereunder, in whole or in part, is registrable at Warrant Shares acquired pursuant to the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorney, upon surrender exercise of this Warrant properly endorsed. Upon do not apply to transfers from the beneficial owner of any permitted of the aforementioned securities to its nominee or approved transfer of this Warrant from such nominee to its beneficial owner, and shall terminate as to any person, other than a person who is at that time a holder of other Warrants, the Partnership particular Warrant Shares when (1) such security shall have been effectively registered under the right 1933 Act and sold by the Registered Holder or Purchaser thereof in accordance with such registration or (2) such Warrant Shares shall have been sold without registration in compliance with Rule 144 under the Securities Act, or (3) a letter shall have been issued to require the Registered Holder or Purchaser at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder and at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission as the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or ruling and any applicable state securities lawssuch letter or ruling specifies that no subsequent restrictions on transfer are required. The Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Registered Holder or Purchaser of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, Warrant Shares then outstanding as to which such restrictions have terminated shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise receive from the rights represented by this Company, without expense to such Registered Holder or Purchaser, one or more new certificates for the Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment or for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall Shares not be affected by bearing any notice to the contraryrestrictive legend.

Warrant Transferable. The Holder of Subject to the transfer conditions referred to in this Warrant may transfer and assign it to any AffiliateSection 5, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunderhereunder are transferable, in whole or in part, is registrable at without charge to the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorneyHolder, upon surrender of this Warrant with a properly endorsed. Upon executed Assignment (in the form of Exhibit II hereto) at the principal office of the Company; provided, that during the Term of the Strategic Alliance Agreement, the Holder may transfer this Warrant only to one or more of its Affiliates. A. If, at the time of any permitted transfer or approved exchange (other than a transfer or exchange not involving a change in the beneficial ownership of this Warrant to any personor Warrant Shares) of a Warrant or Warrant Shares, other than a person who is at that time a holder of other Warrants, the Partnership shall have the right to require the Holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking such Warrant or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership Shares shall not be affected by any notice registered under the Securities Act, the Company may require, as a condition of allowing such transfer or exchange, that the Holder or transferee of such Warrant or Warrant Shares, as the case may be, furnish to the contraryCompany an opinion of counsel reasonably acceptable to the Company or a "no action" or similar letter from the Securities and Exchange Commission to the effect that such transfer or exchange may be made without registration under the Securities Act. In the case of such transfer or exchange, the Company may require a written statement that such Warrant or Warrant Shares, as the case may be, are being acquired for investment and not with a view to or in connection with the distribution thereof. The certificates evidencing the Warrant Shares issued on the exercise of the Warrants shall, if such Warrant Shares are being sold or transferred without registration under the Securities Act, bear an appropriate legend to the effect that the Warrant Shares evidenced by such certificates have not been so registered and their transfer is restricted. B. The Company shall make and file with the Commission in a timely manner all reports and other documents as may be required of it under Section 13(a) or 15(d)

Warrant Transferable. The Holder of this Warrant may transfer and assign it to any Affiliate, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the Active 344679592 “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunder, in whole or in part, is registrable at the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any permitted or approved transfer of this Warrant to any person, other than a person who is at that time a holder of other Warrants, the Partnership shall have the right to require the Holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Partnership shall not be affected by any notice to the contrary.

Warrant Transferable. The Holder Subject to compliance with the terms and conditions of this Warrant may transfer and assign it to any AffiliateSection 11, provided that such party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effect. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunderhereunder shall become transferable after 30 days from the Issuance Date, in whole or in part, is registrable at without charge to the office or agency of the Partnership referred to in Section 5 by the Holder in person or by his duly authorized attorneyholder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsedendorsed or accompanied by written instructions of transfer. Upon With respect to any permitted offer, sale or approved transfer other disposition of this Warrant to or any person, other than a person who is at that time a holder of other Warrants, the Partnership shall have the right to require the Holder and the transferee to make customary representations Shares acquired pursuant to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holder, when this Warrant shall have been so endorsed, may be treated by the Partnership and all other persons dealing with this Warrant as the absolute owner and holder for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Partnership; but until due presentment for registration of transfer on such books the Partnership may treat the registered Holder as the owner and holder of this Warrant for all purposesbefore registration of such Warrant or Shares, and the Partnership shall not be affected by any holder hereof agrees to give written notice to the contraryCompany prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 11 that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant or the Shares transferred in accordance with this Section 11 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required. In order to ensure compliance with such laws, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Warrant Transferable. The Holder of this This Warrant may transfer and assign it be transferred, in whole or in part, only to a “Permitted Transferee” in accordance with this Section 7. “Permitted Transferee” shall mean (A) any Affiliatepartners of___________, provided (B) ____________ or any Affiliate thereof, or (C) any Person that such party is acquires an “accredited investor” within interest in the meaning Loan pursuant to Section 8.20 of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as presently in effectCredit Agreement. The Holder of this Warrant may not transfer and assign it to any other person without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. The permitted or approved transfer of this Warrant and all rights hereunder, in whole or in part, is registrable at the office or agency of the Partnership Company referred to in Section 5 7(e) hereof by the Holder holder hereof in person or by his its duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any permitted or approved transfer of this Warrant to any person, other than a person who is at that time a holder of other Warrants, the Partnership Company shall have the right to require the Holder holder and the transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. The Holder Each holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the Holderholder hereof, when this Warrant shall have been so endorsed, may be treated by the Partnership Company and all other persons dealing with this Warrant as the absolute owner and holder hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the PartnershipCompany; but until due presentment for registration of transfer on such books the Partnership Company may treat the registered Holder holder hereof as the owner and holder of this Warrant hereof for all purposes, and the Partnership Company shall not be affected by any notice to the contrary.