Common use of Disposition of Warrant and Exercise Shares Clause in Contracts

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) If reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws; provided, that no opinion shall be required for any disposition made or to be made in accordance with the provisions of Rule 144 or in connection with transfers by the Holder to its affiliates. (b) The Holder understands and agrees that all certificates evidencing the Exercise Shares to be issued to the Holder may bear a legend in substantially the following form:

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) If reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws; provided, that no opinion shall be required for any disposition made or to be made in accordance with the provisions of Rule 144 or in connection with transfers by the Holder to its affiliates144. (b) The Holder understands and agrees that all certificates evidencing the Exercise Shares to be issued to the Holder may bear a legend in substantially the following form:

Disposition of Warrant and Exercise Shares. (ai) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (iA) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iiB) If reasonably requested by The Holder shall have notified the Company, Company of the Holder proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company or the Company’s transfer agent, the Holder shall furnish to the Company such certificates, representations, agreements, and other information, including an opinion of counsel, reasonably satisfactory to as the Company or the Company, for the Holder ’s transfer agent reasonably may require to the effect confirm that such disposition will sale or transfer is being made pursuant to an exemption from, or in a transaction not require subject to, the registration requirements of such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws; provided, that no opinion shall be required for any disposition made unless such Exercise Shares are being sold or transferred pursuant to be made in accordance with the provisions of Rule 144 or in connection with transfers by the Holder to its affiliatesan effective registration statement. (bii) The Holder understands and agrees that all certificates evidencing the Exercise Shares shares to be issued to the Holder may bear a legend in substantially the following formlegend:

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees shall not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statementstatement and the restrictions set forth in Section 4.3 have been concluded or waived and; (ii) Such disposition is to an Affiliate; (iii) Such disposition will be made in accordance with Rule 144 under the Act; or (iiiv) If reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such Such disposition will not otherwise require registration of such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws; provided, that no opinion shall be required for any disposition made or to be made in accordance with the provisions of Rule 144 or in connection with transfers by and the Holder has provided the Company with an opinion of counsel for the Holder, reasonably satisfactory to its affiliatesthe Company, to that effect. (b) The Holder understands and agrees that all certificates evidencing the Exercise Shares shares to be issued to the Holder may bear a legend in substantially the following form:form (in addition to any legend prescribed by the Constituent Documents and that the Company or its transfer agent may implement stop transfer procedures consistent with such legend):