Common use of Disposition of Warrant or Warrant Shares Clause in Contracts

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares prior to registration of such Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or Warrant 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 evidence, the Company, as promptly as practicable but no later than three (3) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the 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. Notwithstanding the foregoing, any Warrant Shares may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 8(c) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been mademade and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and 144A have been satisfied and (ii) be offered, sold, distributed or otherwise transferred to Affiliates of the applicable resale restrictions imposed by LLC without regard to this Section 8, but only if the Company is in receipt of an opinion of counsel as to the permissibility of such transfer under federal and state securities laws have been satisfiedand an investor representation letter from the transferee, in form and substance reasonably satisfactory to the Company . Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions. As used herein, "Affiliate of the LLC" shall mean (x) any owner, shareholder, partner or member of the LLC, and (y) any other Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the LLC.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares prior to registration of such Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or Warrant 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 evidence, the Company, as promptly as practicable but no later than three seven (37) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the 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. Notwithstanding the foregoing, any Warrant Shares may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any shares of Common Stock acquired pursuant to the exercise of this Warrant Shares prior to registration of such Warrant Sharesor shares of Common Stock, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares shares of Common Stock and indicating whether or not under the Securities Act certificates for this Warrant or Warrant Shares such shares of Common Stock 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 evidence, the Company, as promptly as practicable but no later than three seven (37) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or Warrant Sharessuch shares of Common Stock, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the 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. Notwithstanding the foregoing, any shares of Common Stock issued upon exercise of this Warrant Shares or such shares of Common Stock may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state applicable securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state the securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares shares of Common Stock thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares prior acquired pursuant to registration the exercise of such Warrant Sharesthis Warrant, the Holder holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof. Additionally, together with such notice shall be accompanied by a written opinion of such holder’s counsel, or other evidence, if reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities 1933 Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities 1933 Act certificates for this Warrant or such Warrant 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 and, if applicable, reasonably satisfactory opinion or other evidence, the Company, as promptly as reasonably practicable but no later than three thirty (330) days after receipt of the written notice, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines As applicable, if a determination has been made pursuant to this Section 7(d) 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 holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, any such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws1933 Act, if available, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and or 144A under the applicable resale restrictions imposed by state securities laws 1933 Act have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, 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.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder’s counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 lawapplicable laws. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 7(e) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, made and neither this Warrant nor any Warrant Shares shall be sold or otherwise disposed of until such disagreement has been resolved. The foregoing notwithstanding, this Warrant or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and 144A have been satisfied and (ii) be offered, sold, distributed or otherwise transferred to Affiliates of the applicable resale restrictions imposed by Holder without regard to this Section 7(e), but only if the Company is in receipt of an opinion of counsel as to the permissibility of such transfer under federal and state securities laws have been satisfiedand an investor representation letter from the transferee, in form and substance reasonably satisfactory to the Company. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an unless, in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions. As used herein, “AFFILIATE OF THE HOLDER” shall mean (x) any owner, shareholder, partner or member of the Holder, and (y) any other Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Holder.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder’s counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 lawapplicable laws. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 7(c) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, made and neither this Warrant nor any Warrant Shares shall be sold or otherwise disposed of until such disagreement has been resolved. The foregoing notwithstanding, this Warrant or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and 144A have been satisfied and (ii) be offered, sold, distributed or otherwise transferred to Affiliates of the applicable resale restrictions imposed by Holder without regard to this Section 7(c), but only if the Company is in receipt of an opinion of counsel as to the permissibility of such transfer under federal and state securities laws have been satisfiedand an investor representation letter from the transferee, in form and substance reasonably satisfactory to the Company. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an unless, in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder’s counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 8(c) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been mademade and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and 144A have been satisfied and (ii) be offered, sold, distributed or otherwise transferred to any Affiliate of the applicable resale restrictions imposed by Holder without regard to this Section 7, but only if the Company is in receipt of an opinion of counsel as to the permissibility of such transfer under federal and state securities laws have been satisfiedand an investor representation letter from the transferee, in form and substance reasonably satisfactory to the Company. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions. As used herein, “Affiliate of the Holder” shall mean (x) any owner, shareholder, partner or member of the holder hereof, and (y) any other Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control (as such terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) with the holder hereof.

Disposition of Warrant or Warrant Shares. With respect to any --------------------------------------------- offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder hereof and each subsequent Holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such Holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the such Holder that the such Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 8(c) ------------ that the evidence opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been mademade and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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.have

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares prior to registration of such Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or Warrant 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 evidence, the Company, as promptly as practicable but no later than three seven (37) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the 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. Notwithstanding the foregoing, any Warrant Shares may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this subsection (b) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, made and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. The foregoing notwithstanding, this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws 144A have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. This Warrant and ---------------------------------------- the Warrant Shares may be detached and sold or otherwise transferred, in whole or in part, separately from the loans made pursuant to the Amendment, except that the holder may not transfer the Warrant or the Warrant Shares in a transaction not effected on any securities exchange to any entity that is known at the time of such transfer to be a direct competitor of, or that controls or is controlled by or is under common control with an entity known to be a direct competitor of, the Company or any of its material subsidiaries. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice deliver, prior to the Company prior theretoregistration of any such transfer, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company a written opinion of such holder's counsel (which shall include may be in-house counsel for such representation of holder), if reasonably requested by the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon receiving such written notice and reasonably satisfactory evidence, the Company, as promptly as practicable but no later than three (3If a determination has been made pursuant to this Section 7(b) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose opinion of this Warrant or Warrant Shares, all in accordance with ------------ counsel for the terms of the notice delivered to the Company. If the Company determines that the evidence holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder satisfactory to the Company, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 8(c) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been mademade and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and 144A have been satisfied and (ii) be offered, sold, distributed or otherwise transferred to Affiliates of the applicable resale restrictions imposed by Holder without regard to this Section 8, but only if the Company is in receipt of an opinion of counsel as to the permissibility of such transfer under federal and state securities laws have been satisfiedand an investor representation letter from the transferee, in form and substance reasonably satisfactory to the Company . Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions. As used herein, "Affiliate of the Holder" shall mean (x) any owner, shareholder, partner or member of the Holder, and (y) any other Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Holder.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be be 9. effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this SECTION 7(b) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws 144A have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this subsection (b) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, made and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. The foregoing notwithstanding, this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws 144A have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, 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.The

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 8(d) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding The foregoing notwithstanding, each holder of this Warrant acknowledges that this Warrant and the foregoingWarrant Shares have not been registered under the Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares may be offered, sold or otherwise disposed issued upon its exercise in the absence of in accordance with Rule 144 (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares and in compliance with the registration or qualification of this Warrant or such Warrant Shares under any applicable statutory resale restrictions imposed by U.S. federal or state securities lawslaw then in effect or (ii) an opinion of counsel, provided if reasonably requested by the Company, satisfactory to the Company, that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 registration and the applicable resale restrictions imposed by state securities laws have been satisfiedqualification are not required. Each certificate representing or other instrument for Warrant Shares issued upon the exercise of this Warrant or the Warrant Shares thus transferred shall bear a legend as substantially to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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 restrictionsforegoing effect.

Disposition of Warrant or Warrant Shares. With respect to any --------------------------------------------- offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder hereof and each subsequent Holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such Holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the such Holder that the such Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 8(c) ------------ that the evidence opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been mademade and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and 144A have been satisfied and (ii) be offered, sold, distributed or otherwise transferred to Affiliates of the applicable resale restrictions imposed by Holder without regard to this Section 8, but only if the ---------- Company is in receipt of an opinion of counsel as to the permissibility of such transfer under federal and state securities laws have been satisfiedand an investor representation letter from the transferee, in form and substance reasonably satisfactory to the Company . Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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 or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions. As used herein, "AFFILIATE OF THE HOLDER" shall mean (x) any owner, shareholder, partner or member of the Holder, and (y) any other Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Holder.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any of the Warrant Shares prior to issued hereunder before registration of such Warrant Sharesthereof, the then current Holder agrees to shall give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as sale and/or other disposition and, if requested by the Company may requestCompany, a written opinion of Holder’s counsel to the effect that such offer, the sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect and under any state or any federal or state other securities law laws then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or Warrant Shares to effect (which opinion shall 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 evidence, the Company, as promptly as practicable but no later than three (3) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the evidence is not reasonably satisfactory to the Company). Promptly upon receiving such an opinion, if so requested, the Company shall so notify promptly effectuate the Holder promptly with details thereof after such determination has been maderequested transfer of this Warrant or the Warrant Shares. Notwithstanding the foregoing, this Warrant and any Warrant Shares may issued hereunder may, as to federal securities laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or any successor rule under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that Holder furnishes the Company shall have been furnished with such all information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws or any successor rule have been satisfiedsatisfied and further provided that nothing herein shall require the Company to meet the public information requirements of Rule 144. Each certificate representing this Warrant or the any Warrant Shares thus issued hereunder so transferred shall bear a the legend set forth above as to the applicable restrictions on transferability in order to ensure compliance with such federal, state and other securities laws, unless pursuant to the Company determines, after receiving an opinion of counsel for the Holder, such that the legend is not required in order to ensure compliance with such those laws. The Company may issue stop stop-transfer instructions to its transfer agent in connection with the enforcement of any such restrictions.

Disposition of Warrant or Warrant Shares. This Warrant ---------------------------------------- and the Warrant Shares may be detached and sold or otherwise transferred, in whole or in part, separately from the loans made pursuant to the Amendment, except that the holder may not transfer the Warrant or the Warrant Shares in a transaction not effected on any securities exchange to any entity that is known at the time of such transfer to be a direct competitor of, or that controls or is controlled by or is under common control with an entity known to be a direct competitor of, the Company or any of its material subsidiaries. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice deliver, prior to the Company prior theretoregistration of any such transfer, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company a written opinion of such holder's counsel (which shall include may be in-house counsel for such representation of holder), if reasonably requested by the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon receiving such written notice and reasonably satisfactory evidence, the Company, as promptly as practicable but no later than three (3If a determination has been made pursuant to this Section 7(b) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose ------------ opinion of this Warrant or Warrant Shares, all in accordance with counsel for the terms of the notice delivered to the Company. If the Company determines that the evidence holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder satisfactory to the Company, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. This Warrant and the Warrant Shares may be detached and transferred, in whole or in part, separately from the Agreement. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 7(b) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws 144A have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 7(b) hereof that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoingThe foregoing notwithstanding, any this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided PROVIDED that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws 144A have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. This Warrant and the Warrant Shares may be detached and sold or otherwise transferred, in whole or in part, separately from the Loans made pursuant to the Financing Agreement. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice deliver, prior to the Company prior theretoregistration of any such transfer, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company a written opinion of such holder's counsel (which shall include may be in-house counsel for such representation of holder), if reasonably requested by the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, the sale or other disposition of this Warrant or the Warrant Shares, as the case may be, may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of Act. If a determination has been made pursuant to this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or Warrant 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 lawSection 7.b. Upon receiving such written notice and reasonably satisfactory evidence, the Company, as promptly as practicable but no later than three (3) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose opinion of this Warrant or Warrant Shares, all in accordance with counsel for the terms of the notice delivered to the Company. If the Company determines that the evidence holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder in writing promptly with details thereof after such determination has been mademade (but in any event no more than two business days thereafter). Notwithstanding The foregoing notwithstanding, this Warrant or the foregoingWarrant Shares, any Warrant Shares as the case may be, may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an based on the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any shares of Common Stock acquired pursuant to the exercise of this Warrant Shares prior to registration of such Warrant Sharesor shares of Common Stock, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares shares of Common Stock and indicating whether or not under the Securities Act certificates for this Warrant or Warrant Shares such shares of Common Stock 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 evidence, the Company, as promptly as practicable but no later than three seven (37) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or Warrant Sharessuch shares of Common Stock, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the 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. Notwithstanding the foregoing, any shares of Common Stock issued upon exercise of this Warrant Shares or such shares of Common Stock may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state applicable securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state the securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares shares of Common Stock thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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. Notwithstanding anything to the contrary set forth herein, in no event may the Holder transfer this Warrant, or any interest in or to this Warrant, prior to the Final Vesting Date, unless the Company consents to such transfer.

Disposition of Warrant or Warrant Shares. With respect On and after the Distribution Date, this Warrant and the Warrant Shares may be detached and sold or otherwise transferred, in whole or in part, separately from the loans made pursuant to any the Credit Agreement. If the Holder wishes to offer, sale sell or other disposition otherwise dispose of this Warrant or any Warrant Shares prior acquired pursuant to registration the exercise of such Warrant Sharesthis Warrant, the Holder agrees to give written notice deliver to the Company Company, prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company registration of any such transfer, a notice indicating its intention to do so and a written opinion of the Holder's counsel (which shall include such representation of may be in-house counsel for the transferee regarding investment intent as Holder), if reasonably requested by the Company may requestCompany, to the effect that any such offer, sale or other disposition may then be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or any such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with applicable law; PROVIDED that the foregoing requirement of an opinion shall not apply: (i) to any Initial Transfer, (ii) if any such law. Upon receiving such written notice and reasonably satisfactory evidenceoffer, sale or other disposition is to be made pursuant to an effective registration statement under the CompanyAct (whether under the Warrant Agreement or otherwise), as promptly as practicable but no later than three (3iii) days after receipt of the written notice, shall notify if the Holder that delivers to the Holder may sell Company (or the Company has otherwise dispose of this Warrant obtained) a no-action letter from the SEC (or Warrant Sharesother appropriate Governmental Authority) to the same effect as the opinion described above or (iv) if any such offer, all sale or other disposition is made in accordance with Rule 144 under the terms Act and the Company has been provided with reasonable assurances that the provisions of the notice delivered to the CompanyRule 144 have been satisfied. If the Company determines that the evidence opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder in writing as promptly with details thereof as possible after such that determination has been mademade (any such opinion in respect of which no such notice is delivered to the Holder within ten days of the delivery of the opinion to the Company shall be deemed to be satisfactory to the Company). Notwithstanding If (x) such an opinion of the foregoingHolder indicates that no restrictive legend is required, (y) the Company has delivered to the Holder the opinion of counsel referred to in Section 4 of the Warrant Agreement or clauses (ii), (iii) or (iv) above are applicable, the Company shall deliver to the Holder a new certificate or certificates for this Warrant or any Warrant Shares may be offered, sold or without the restrictive legend otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed called for by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 this Warrant and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing of this Warrant or the Warrant Shares thus transferred Section 7 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such lawsno longer apply. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictionsany offer, sale or disposition not made in compliance with the foregoing.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant Warrant, or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder holder hereof and each subsequent holder of this Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidencea written opinion of such holder's counsel, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant 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 applicable law. Upon Promptly upon receiving such written notice and reasonably satisfactory evidenceopinion, if so requested, the Company, as promptly as practicable but no later than three (3) days after receipt of the written noticepracticable, shall notify the Holder such holder that the Holder such holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this subsection (b) that the evidence opinion of counsel for the holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, made and neither this Warrant nor any Warrant shall be sold or otherwise disposed of until such disagreement has been resolved. The foregoing notwithstanding, this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 and 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsAct, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws 144A have been satisfied. Each certificate ertificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an in the aforesaid opinion of counsel for the Holderholder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent or, if acting as its own transfer agent, the Company may stop transfer on its corporate books, in connection with such restrictions.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the Holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such ▇▇▇▇▇▇'s counsel, or other evidence, if reasonably satisfactory to requested by the Company (which shall include such representation of the transferee regarding investment intent as the Company may requestCompany, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such the Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or the Warrant 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 Promptly upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable but no later than three fifteen (315) days after receipt of the written notice, shall notify the such Holder that the such Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines a determination has been made pursuant to this Section 16.2 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. Notwithstanding the foregoing, any this Warrant or such Warrant Shares may may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities lawsSecurities Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws or 144A have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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.

Disposition of Warrant or Warrant Shares. With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares prior to registration of such Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request), to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or Warrant 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 evidence, the Company, as promptly as practicable but no later than three seven (37) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the 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. Notwithstanding the foregoing, any Warrant Shares may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an 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.