GCT Semiconductor Inc Sample Contracts

GCT Semiconductor, Inc. Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices • New York

GCT Semiconductor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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INTERNATIONAL DISTRIBUTION AGREEMENT
International Distribution Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices • California

This International Distribution Agreement (this “Agreement”) is entered into as of March 05, 2007 by and between GCT SEMICONDUCTOR, INC., a Delaware corporation having its place of business at 2121 Ringwood Avenue, San Jose, California 95131, the United States of America (hereinafter called “GCT”) and Daejin Semiconductor with its principal office of business at #1209, SJ Technoville, 60-19, Gasan-Dong, Geumcheon-Gu, Seoul, Korea 153-801 (hereinafter called “DISTRIBUTOR”).

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GCT SEMICONDUCTOR, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT
Restricted Stock Unit Issuance Agreement • November 18th, 2011 • GCT Semiconductor Inc • Semiconductors & related devices • California
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28 June, 2011 Confidential LEC-ANX-03041-V4.0
Technology License Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices

The information provided in Table 2 shall be non-binding, supplied in good faith and treated as LICENSEE’s Confidential Information.

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Contract
GCT Semiconductor Inc • November 18th, 2011 • Semiconductors & related devices • California

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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TAKE or PAY AGREEMENT
Or Pay Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices

This Agreement (“Agreement”) is made on this February 1, 2011 (“Effective Date”), by and between GCT Semiconductor (“GCT”) located at 2121 Ringwood Avenue San Jose, CA 95131 USA and United Test and Assembly, Ltd. (“Supplier”), located at 5, Serangoon North Ave 5 Singapore 554916.

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INTERNATIONAL DISTRIBUTION AGREEMENT
International Distribution Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices • California

This International Distribution Agreement (this “Agreement”) is entered into as of January 26, 2006 by and between GCT SEMICONDUCTOR, INC.; a Delaware Corporation having its place of business at 2121 Ringwood Avenue, San Jose, California 95131, the United States of America (hereinafter called “GCT”) and China Electronic Appliance Shenzhen Co., LTD. with its principal office of business at No. 72 Zhenhua Road, Shenzhen, People’s Republic of China 518031, (hereinafter called “DISTRIBUTOR”).

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NOTE: Portions of this Exhibit are the subject of a Confidential Treatment Request by the Registrant to the Securities and Exchange Commission (the “Commission”). Such portions have been redacted and are marked with a “[***]” in the place of the...
GCT Semiconductor Inc • September 15th, 2011

The information provided in Table 2 shall be non-binding, supplied in good faith and treated as LICENSEE’s Confidential Information.

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LTE SOC JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices • California

Royalty Payment: In consideration for the license of LGE [***], GCT shall pay to LGE [***]. The rate for the Royalty Payment is described in the table below.

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FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER
Affirmation of Subordination Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices

This First Amendment to Amended and Restated Loan and Security Agreement and Waiver (this “Amendment”) is entered into as of June 22, 2011, by and between COMERICA BANK (“Bank”) and GCT SEMICONDUCTOR, INC. (“Borrower”).

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TAKE or PAY AGREEMENT
Or Pay Agreement • September 15th, 2011 • GCT Semiconductor Inc

This Agreement (“Agreement”) is made on this May 1, 2011 (“Effective Date”), by and between GCT Semiconductor (“GCT”) located at 2121 Ringwood Avenue San Jose, CA 95131 USA and Giga Solution, (“Supplier”), located at NO. 6 Technology Road 5, HsinChu Science Park, Hsin-Chu, Taiwan 300 R.O.C.

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Modified Lease Agreement
Modified Lease Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices

The Chairman of Korea Specialty Contractor Financial Cooperative (KSCFC) (from now on, “A”) and the President of GCT Research Co., Ltd. (from now on, “B”) make the below changes to the Modified Lease Agreement executed on December 31, 2010:

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THIRD AMENDMENT TO PROMISSORY NOTE
Promissory Note • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices

This THIRD AMENDMENT TO PROMISSORY NOTE (this “Agreement”) is entered into as of this 21st day of November, 2011 by and among GCT SEMICONDUCTOR, INC., a Delaware corporation (the “Company”) and Kyeong Ho Lee (the “Lender”), the parties to that certain promissory note (the “Note”) dated as of December 15, 2003 between the Company and the Borrower.

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GCT SEMICONDUCTOR, INC.
Form of Stock Option Agreement • September 15th, 2011 • GCT Semiconductor Inc • California

Unless otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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WARRANT
Warrant • September 15th, 2011 • GCT Semiconductor Inc • Delaware

THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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Chief Financial and Administrative Officer June 2, 2011 Gene W. Kulzer Danville, CA 94506 RE: Employment offer; Employment Agreement (Amended) Dear Gene:
GCT Semiconductor Inc • September 15th, 2011

On behalf of GCT Semiconductor, Inc. (“Company”), I am pleased to offer you full-time employment beginning June 3, 2011, subject to the following terms and conditions.

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PROMISSORY NOTE
GCT Semiconductor Inc • September 15th, 2011 • California

WHEREAS, this Note is the New Obligor Note referred to in that certain letter agreement dated December 6, 2003 among GCT Semiconductor, Inc. (“Maker”), Kisub Lee and Kyeong Ho Lee.

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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices

This Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of July 28, 2011, by and between COMERICA BANK (“Bank”) and GCT SEMICONDUCTOR, INC. (“Borrower”).

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Translation of Underwriting Contract for Non-guaranteed Private Placement Corporate Bond
GCT Semiconductor Inc • September 15th, 2011

[GCT Research Inc.] (hereinafter “issuing company”) and [Daewoo] Securities Co., Ltd (hereinafter “underwriting company”) enter into a contract (“hereinafter “subject contract”) on April 29, 2009 regarding the underwriting of No. [1] non-guaranteed private placement corporate bond (hereinafter “subject corporate bond”) with a face amount of [four billion] Won (issuing amount of [four billion] Won, [four billion] Won only), as a part of the transaction structure of underwriting the “subject corporate bond” which is to be underwritten by the “underwriting company” and transferred to the [KDB No. 1 Train of Hope] Collateralization Specialized Limited Liability Company (“hereinafter “collateralization company”), and of the “collateralization company’s” issuing CBO (Collateralized Bond Obligation) (hereinafter “subject CBO”).

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Contract
GCT Semiconductor Inc • September 15th, 2011 • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

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FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 18th, 2011 • GCT Semiconductor Inc • Semiconductors & related devices • California

This Fourth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of November 4, 2011, by and between COMERICA BANK (“Bank”) and GCT SEMICONDUCTOR, INC. (“Borrower”).

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Contract
GCT Semiconductor Inc • September 15th, 2011 • California

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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Contract
GCT Semiconductor Inc • September 15th, 2011 • California

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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TAKE or PAY AGREEMENT
Or Pay Agreement • February 15th, 2012 • GCT Semiconductor Inc • Semiconductors & related devices • California

This Agreement (“Agreement”) is made on this February 1, 2012 (“Effective Date”), by and between GCT Semiconductor (“GCT”) located at 2121 Ringwood Avenue San Jose, CA 95131 USA and Giga Solution, (“Supplier”), located at No. 6 Technology Road 5, HsinChu Science Park, Hsin-Chu, Taiwan 300 R.O.C.

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Contract
Subscription Agreement • September 15th, 2011 • GCT Semiconductor Inc

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

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FIRST AMENDMENT TO INDUSTRIAL LEASE
Industrial Lease • September 15th, 2011 • GCT Semiconductor Inc

This First Amendment to Industrial Lease (this “First Amendment”) is made as of this 13th day of January, 2006, by and between FR/CAL Northwest Alpha, LLC, a Delaware liability partnership (“Landlord”), and GCT Semiconductor, Inc., a Delaware corporation (“Tenant”). The effective date of this First Amendment shall be March 15, 2006 (the “Effective Date”).

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SECOND AMENDMENT TO INDUSTRIAL LEASE BETWEEN GCT SEMICONDUCTOR, INC. AND STEPHENS & STEPHENS (RINGWOOD II), LLC (Successor in Interest to FR/CAL Northwest Alpha, LLC)
Industrial Lease • September 15th, 2011 • GCT Semiconductor Inc

This Second Amendment to Lease (“Second Amendment”) is dated this 9th day of July, 2007, by and between GCT SEMICONDUCTOR, INC., a Delaware corporation (“Lessee”), and STEPHENS & STEPHENS (RINGWOOD II), LLC (“Lessor”), a Delaware limited liability company, successor in interest to FR/CAL Northwest Alpha, LLC, a liability partnership (“Prior Owner”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 15th, 2011 • GCT Semiconductor Inc

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the , by and among GCT Semiconductor, Inc., a Delaware corporation (the “Company”) and (as “Indemnitee”).

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THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER
Loan And • November 18th, 2011 • GCT Semiconductor Inc • Semiconductors & related devices

This Third Amendment to Amended and Restated Loan and Security Agreement and Wavier (this “Amendment”) is entered into as of September 2, 2011, by and between COMERICA BANK (“Bank”) and GCT SEMICONDUCTOR, INC. (“Borrower”).

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GCT SEMICONDUCTOR, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 15th, 2011 • GCT Semiconductor Inc • California

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 4, 2011, by and between Comerica Bank (“Bank”) and GCT Semiconductor, Inc. (“Borrower”).

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SECOND AMENDMENT TO PROMISSORY NOTE
Promissory Note • October 25th, 2011 • GCT Semiconductor Inc • Semiconductors & related devices

This SECOND AMENDMENT TO PROMISSORY NOTE (this “Agreement”) is entered into as of this 28th day of September, 2011 by and among GCT SEMICONDUCTOR, INC., a Delaware corporation (the “Company”) and Kyeong Ho Lee (the “Lender”), the parties to that certain promissory note (the “Note”) dated as of December 15, 2003 between the Company and the Lender.

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LTE SOC JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • September 15th, 2011 • GCT Semiconductor Inc • California

THIS LTE SOC JOINT DEVELOPMENT AGREEMENT (this “Agreement”) is entered into this 24th day of February, 2009 (the “Effective Date”) by and between LG Electronics Inc. (“LGE”), a Republic of Korea corporation with principal offices located at LG Twin Towers, 20 Yeouido-dong, Yeongdeungpo-gu, Seoul, 150-721, Republic of Korea and GCT Semiconductor, Inc. (“GCT”), a Delaware corporation with principal offices located at 2121 Ringwood Avenue, San Jose, CA 95131 (LGE and GCT individually a “Party”, and collectively the “Parties”.)

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Contract
GCT Semiconductor Inc • September 15th, 2011 • California

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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GCT SEMICONDUCTOR, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 30, 2007
Investors’ Rights Agreement • September 15th, 2011 • GCT Semiconductor Inc • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 30th day of November, 2007, by and among GCT Semiconductor, Inc., a Delaware corporation (the “Company”), Kyeong Ho Lee (the “Founder”), the investors listed on Schedule A hereto (each of which is herein referred to as a “Series B Investor”), the investors listed on Schedule B hereto (each of which is herein referred to as a “Series C Investor”), the investors listed on Schedule C hereto (each of which is herein referred to as a “Series D Investor”), the investors listed on Schedule D hereto (each of which is herein referred to as a “Series E Investor”) and the investors listed on Schedule E hereto (each of which is herein referred to as a “Series F Investor” and together with the Series B Investors, the Series C Investors, the Series D Investors and the Series E Investors, the “Investors”).

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Contract
Stock Purchase Warrant • September 15th, 2011 • GCT Semiconductor Inc

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

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