Common use of Exercise; Transferability Clause in Contracts

Exercise; Transferability. (a) The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional Unit) by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with a check in payment of the Warrant Exercise Price for such Units. (b) If the Company has redeemed the Redeemable Warrants prior to the date upon which this Warrant first becomes exercisable, the Holder may, for a period of thirty (30) days beginning on the date on which this Warrant first becomes exercisable, exercise the Redeemable Warrants included in the Warrant Units. (c) This Warrant may not be sold, assigned, hypothecated, or otherwise transferred for a period of one year from the effective date of the Offering (other than by will, pursuant to the operation of law, or where directed by a court of competent jurisdiction upon the dissolution or liquidation of a corporate Holder hereof), except to (i) a person who is both an officer and a shareholder of the Underwriter, (ii) a successor in interest to the business of the Underwriter, (iii) a person who is an officer and a shareholder of a successor, or (iv) a person who is an employee of the Underwriter or a successor, but only if such employee is also an officer of the Underwriter or successor; such transfer to be by endorsement (by the Holder hereof executing the form of assignment attached hereto) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Further, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations, nor may any shares of Common Stock or Redeemable Warrants issued pursuant to exercise of this Warrant or shares of Common Stock issued pursuant to exercise of the Redeemable Warrants be transferred, except as provided in Section 7 hereof.

Exercise; Transferability. (a) The rights represented by this Warrant may be exercised by the Holder hereoffor purchase, in whole or in part (but not as to a fractional Unit) share), of Warrant Shares by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this manually signed Warrant along with a cashier’s or certified check or wire transfer made payable to the order of the Company in payment of the Warrant Exercise Price for such Unitsshares. (b) In the alternative to exercise pursuant to Subsection 1(a), above, if the Fair Market Value (as defined below) of one share of Common Stock of the Company is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising the rights represented by this Warrant for cash as provided in Subsection 1(a), the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Holder hereof a number of Warrant Shares computed using the following formula: X = Y (A-B) Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, Fair Market Value of one share of Common Stock shall be determined as follows: (i) If the Company has redeemed Company’s Common Stock is listed on any established stock exchange or a national market system, including without limitation the Redeemable Warrants Nasdaq Global Select Market, the Nasdaq Global Market and the Nasdaq Capital Market, the Fair Market Value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the date upon which this Warrant first becomes exercisableday of calculation, as reporting in the Wall Street Journal or such other source as the Board of Directors of the Company deems reliable; (ii) If the Company’s Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Holder may, Fair Market Value of one share of Common Stock shall be the mean between the bid and asked prices for a period of thirty (30) days beginning the Common Stock on the date on which this Warrant first becomes exercisablelast market trading day prior to the day of calculation, exercise the Redeemable Warrants included as reported in the Warrant UnitsWall Street Journal or such other source as the Board of Directors of the Company deems reliable; (iii) In the absence of an established market for the Company’s Common Stock, the Fair Market Value of one share of Common Stock shall be determined in good faith by the Board of Directors of the Company. (c) This Warrant may not be sold, assigned, hypothecated, or otherwise transferred for a period of one year from the effective date of the Offering (other than by will, pursuant to the operation of law, or where directed by a court of competent jurisdiction upon the dissolution or liquidation of a corporate Holder hereof), except to (i) a person who is both an officer and a shareholder of the Underwriter, (ii) a successor in interest to the business of the Underwriter, (iii) a person who is an officer and a shareholder of a successor, or (iv) a person who is an employee of the Underwriter or a successor, but only if such employee is also an officer of the Underwriter or successor; such transfer to be by endorsement (by the Holder hereof executing the form of assignment attached hereto) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Further, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations, nor may any shares of Common Stock or Redeemable Warrants Warrant Shares issued pursuant to exercise of this Warrant or shares of Common Stock issued pursuant to exercise of the Redeemable Warrants be transferred, except as provided in Section 7 8 hereof. (d) If, on the Expiration Date, any portion of this Warrant has not been exercised and the Fair Market Value of one share of Common Stock (calculated as set forth in Section 1(b)) exceeds the Warrant Exercise Price, then on the Expiration Date any remaining unexercised portion of this Warrant will be automatically exercised pursuant to the cashless exercise provisions set forth in Section 1(b); provided that the Holder, upon the request of the Company, must deliver to the Company a written notice of exercise and surrender to the Company this Warrant (the “Subscription Documents”), each within 30 days of a request for delivery of these documents by the Company. If the Holder does not deliver the Subscription Documents within such time period, this Warrant will be deemed to not have been exercised under this Section and will terminate and no longer be exercisable. The Holder will not be deemed a stockholder of the Company with respect to any Warrant Shares under this Section unless and until the Subscription Documents are delivered to the Company as provided above and the Company has issued the Warrant Shares to the Holder.

Exercise; Transferability. (a) The rights represented by this Warrant may be exercised by the Holder hereoffor purchase, in whole or in part (but not as to a fractional Unit) share), of Warrant Shares by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this manually signed Warrant along with a cashier’s or certified check or wire transfer made payable to the order of the Company in payment of the Warrant Exercise Price for such Unitsshares. (b) In the alternative to exercise pursuant to Subsection 1(a), above, if the Fair Market Value (as defined below) of one share of Common Stock of the Company is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising the rights represented by this Warrant for cash as provided in Subsection 1(a), the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Holder hereof a number of Warrant Shares computed using the following formula: X = Y (A-B) A Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, Fair Market Value of one share of Common Stock shall be determined as follows: (i) If the Company has redeemed Company’s Common Stock is listed on any established stock exchange or a national market system, including without limitation the Redeemable Warrants Nasdaq National Market System and the Nasdaq SmallCap Market System, the Fair Market Value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the date upon which this Warrant first becomes exercisableday of calculation, as reporting in the Wall Street Journal or such other source as the Board of Directors of the Company deems reliable; (ii) If the Company’s Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Holder may, Fair Market Value of one share of Common Stock shall be the mean between the bid and asked prices for a period of thirty (30) days beginning the Common Stock on the date on which this Warrant first becomes exercisablelast market trading day prior to the day of calculation, exercise the Redeemable Warrants included as reported in the Warrant UnitsWall Street Journal or such other source as the Board of Directors of the Company deems reliable; (iii) In the absence of an established market for the Company’s Common Stock, the Fair Market Value of one share of Common Stock shall be determined in good faith by the Board of Directors of the Company. (c) This Warrant may not be sold, assigned, hypothecated, or otherwise transferred for a period of one year from the effective date of the Offering (other than by will, pursuant to the operation of law, or where directed by a court of competent jurisdiction upon the dissolution or liquidation of a corporate Holder hereof), except to (i) a person who is both an officer and a shareholder of the Underwriter, (ii) a successor in interest to the business of the Underwriter, (iii) a person who is an officer and a shareholder of a successor, or (iv) a person who is an employee of the Underwriter or a successor, but only if such employee is also an officer of the Underwriter or successor; such transfer to be by endorsement (by the Holder hereof executing the form of assignment attached hereto) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Further, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations, nor may any shares of Common Stock or Redeemable Warrants Warrant Shares issued pursuant to exercise of this Warrant or shares of Common Stock issued pursuant to exercise of the Redeemable Warrants be transferred, except as provided in Section 7 hereof.

Exercise; Transferability. (a) The rights represented by this Warrant may be exercised by the Holder hereoffor purchase, in whole or in part (but not as to a fractional Unit) share), of Warrant Shares by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this manually signed Warrant along with a cashier's or certified check or wire transfer made payable to the order of the Company in payment of the Warrant Exercise Price for such Unitsshares. (b) In the alternative to exercise pursuant to Subsection 1(a), above, if the Fair Market Value (as defined below) of one share of Common Stock of the Company is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising the rights represented by this Warrant for cash as provided in Subsection 1(a), the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Holder hereof a number of Warrant Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, Fair Market Value of one share of Common Stock shall be determined as follows: (i) If the Company has redeemed Company's Common Stock is listed on any established stock exchange or a national market system, including without limitation the Redeemable Warrants Nasdaq National Market System and the Nasdaq SmallCap Market System, the Fair Market Value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the date upon which this Warrant first becomes exercisableday of calculation, as reporting in the Wall Street Journal or such other source as the Board of Directors of the Company deems reliable; (ii) If the Company's Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Holder may, Fair Market Value of one share of Common Stock shall be the mean between the bid and asked prices for a period of thirty (30) days beginning the Common Stock on the date on which this Warrant first becomes exercisablelast market trading day prior to the day of calculation, exercise the Redeemable Warrants included as reported in the Warrant UnitsWall Street Journal or such other source as the Board of Directors of the Company deems reliable; (iii) In the absence of an established market for the Company's Common Stock, the Fair Market Value of one share of Common Stock shall be determined in good faith by the Board of Directors of the Company. (c) This Warrant may not be sold, assigned, hypothecated, or otherwise transferred for a period of one year from the effective date of the Offering (other than by will, pursuant to the operation of law, or where directed by a court of competent jurisdiction upon the dissolution or liquidation of a corporate Holder hereof), except to (i) a person who is both an officer and a shareholder of the Underwriter, (ii) a successor in interest to the business of the Underwriter, (iii) a person who is an officer and a shareholder of a successor, or (iv) a person who is an employee of the Underwriter or a successor, but only if such employee is also an officer of the Underwriter or successor; such transfer to be by endorsement (by the Holder hereof executing the form of assignment attached hereto) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Further, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations, nor may any shares of Common Stock or Redeemable Warrants Warrant Shares issued pursuant to exercise of this Warrant or shares of Common Stock issued pursuant to exercise of the Redeemable Warrants be transferred, except as provided in Section 7 hereof.

Exercise; Transferability. (a) The rights represented by this Warrant may be exercised by the Holder hereoffor purchase, in whole or in part (but not as to a fractional Unit) share), of Warrant Shares by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this manually signed Warrant along with a cashier’s or certified check or wire transfer made payable to the order of the Company in payment of the Warrant Exercise Price for such Unitsshares. 1 Note: Warrant Price to equal Conversion Price under the Notes. (b) In the alternative to exercise pursuant to Subsection 1(a), above, if the Fair Market Value (as defined below in this Section 1(b)) of one share of Common Stock of the Company is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising the rights represented by this Warrant for cash as provided in Subsection 1(a), the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Holder hereof a number of Warrant Shares computed using the following formula: X = Y (A-B) Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, Fair Market Value of one share of Common Stock shall be determined as follows: (i) If the Company has redeemed Company’s Common Stock is listed on any established stock exchange or a national market system, including without limitation the Redeemable Warrants Nasdaq Global Select Market, the Nasdaq Global Market and the Nasdaq Capital Market, the Fair Market Value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the date upon which this Warrant first becomes exercisableday of calculation, as reporting in the Wall Street Journal or such other source as the Board of Directors of the Company deems reliable; (ii) If the Company’s Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Holder may, Fair Market Value of one share of Common Stock shall be the mean between the bid and asked prices for a period of thirty (30) days beginning the Common Stock on the date on which this Warrant first becomes exercisablelast market trading day prior to the day of calculation, exercise the Redeemable Warrants included as reported in the Warrant UnitsWall Street Journal or such other source as the Board of Directors of the Company deems reliable; (iii) In the absence of an established market for the Company’s Common Stock, the Fair Market Value of one share of Common Stock shall be determined in good faith by the Board of Directors of the Company. (c) This Warrant may not be sold, assigned, hypothecated, or otherwise transferred for a period of one year from the effective date of the Offering (other than by will, pursuant to the operation of law, or where directed by a court of competent jurisdiction upon the dissolution or liquidation of a corporate Holder hereof), except to (i) a person who is both an officer and a shareholder of the Underwriter, (ii) a successor in interest to the business of the Underwriter, (iii) a person who is an officer and a shareholder of a successor, or (iv) a person who is an employee of the Underwriter or a successor, but only if such employee is also an officer of the Underwriter or successor; such transfer to be by endorsement (by the Holder hereof executing the form of assignment attached hereto) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Further, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations, nor may any shares of Common Stock or Redeemable Warrants Warrant Shares issued pursuant to exercise of this Warrant or shares of Common Stock issued pursuant to exercise of the Redeemable Warrants be transferred, except as provided in Section 7 8 hereof. (d) If, on the Expiration Date, any portion of this Warrant has not been exercised and the Fair Market Value of one share of Common Stock (calculated as set forth in Section 1(b)) exceeds the Warrant Exercise Price, then on the Expiration Date any remaining unexercised portion of this Warrant will be automatically exercised pursuant to the cashless exercise provisions set forth in Section 1(b); provided that the Holder, upon the written request of the Company, must deliver to the Company a written notice of exercise and surrender to the Company this Warrant (the “Subscription Documents”), each within 30 days of receipt of such written request for delivery of these documents by the Company. If the Holder does not deliver the Subscription Documents within such time period, this Warrant will be deemed to not have been exercised under this Section and will terminate and no longer be exercisable. The Holder will not be deemed a stockholder of the Company with respect to any Warrant Shares under this Section unless and until the Subscription Documents are delivered to the Company as provided above and the Company has issued the Warrant Shares to the Holder.

Exercise; Transferability. (a) The rights represented by this Warrant may be exercised by the Holder hereoffor purchase, in whole or in part (but not as to a fractional Unit) share), of Warrant Shares by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this manually signed Warrant along with a cashier’s or certified check or wire transfer made payable to the order of the Company in payment of the Warrant Exercise Price for such Unitsshares. (b) In the alternative to exercise pursuant to Subsection 1(a), above, if the Fair Market Value (as defined below) of one share of Common Stock of the Company is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising the rights represented by this Warrant for cash as provided in Subsection 1(a), the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Holder hereof a number of Warrant Shares computed using the following formula: X = Y (A-B) Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, Fair Market Value of one share of Common Stock shall be determined as follows: (i) If the Company has redeemed Company’s Common Stock is listed on any established stock exchange or a national market system, including without limitation the Redeemable Warrants Nasdaq Global Select Market, the Nasdaq Global Market and the Nasdaq Capital Market, the Fair Market Value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the date upon which this Warrant first becomes exercisableday of calculation, as reporting in the Wall Street Journal or such other source as the Board of Directors of the Company deems reliable; (ii) If the Company’s Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Holder may, Fair Market Value of one share of Common Stock shall be the mean between the bid and asked prices for a period of thirty (30) days beginning the Common Stock on the date on which this Warrant first becomes exercisablelast market trading day prior to the day of calculation, exercise the Redeemable Warrants included as reported in the Warrant UnitsWall Street Journal or such other source as the Board of Directors of the Company deems reliable; (iii) In the absence of an established market for the Company’s Common Stock, the Fair Market Value of one share of Common Stock shall be determined in good faith by the Board of Directors of the Company. (c) This Warrant may not be sold, assigned, hypothecated, or otherwise transferred for a period of one year from the effective date of the Offering (other than by will, pursuant to the operation of law, or where directed by a court of competent jurisdiction upon the dissolution or liquidation of a corporate Holder hereof), except to (i) a person who is both an officer and a shareholder of the Underwriter, (ii) a successor in interest to the business of the Underwriter, (iii) a person who is an officer and a shareholder of a successor, or (iv) a person who is an employee of the Underwriter or a successor, but only if such employee is also an officer of the Underwriter or successor; such transfer to be by endorsement (by the Holder hereof executing the form of assignment attached hereto) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Further, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations, nor may any shares of Common Stock or Redeemable Warrants Warrant Shares issued pursuant to exercise of this Warrant or shares of Common Stock issued pursuant to exercise of the Redeemable Warrants be transferred, except as provided in Section 7 8 hereof.

Exercise; Transferability. (a) The rights represented by this Warrant may be exercised by the Holder hereoffor purchase, in whole or in part (but not as to a fractional Unit) share), of Warrant Shares by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of this manually signed Warrant along with a cashier's or certified check in payment of the Warrant Exercise Price for such Unitsshares. (b) In the alternative to exercise pursuant to Subsection 1(a), above, if the Fair Market Value (as defined below) of one share of Common Stock of the Company is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising the rights represented by this Warrant for cash as provided in Subsection 1(a), the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Holder hereof a number of Warrant Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, Fair Market Value of one share of Common Stock shall be determined as follows: (i) If the Company has redeemed Company's Common Stock is listed on any established stock exchange or a national market system, including without limitation the Redeemable Warrants Nasdaq National Market System (the "Nasdaq National Market"), the Fair Market Value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the date upon which this Warrant first becomes exercisableday of calculation, as reporting in the Wall Street Journal or such other source as the Board of Directors of the Company deems reliable; (ii) If the Company's Common Stock is quoted in the Nasdaq Smallcap Market (but not in the Nasdaq National Market) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Holder may, Fair Market Value of one share of Common Stock shall be the mean between the bid and asked prices for a period of thirty (30) days beginning the Common Stock on the date on which this Warrant first becomes exercisablelast market trading day prior to the day of calculation, exercise the Redeemable Warrants included as reported in the Warrant UnitsWall Street Journal or such other source as the Board of Directors of the Company deems reliable; (iii) In the absence of an established market for the Company's Common Stock, the Fair Market Value of one share of Common Stock shall be determined in good faith by the Board of Directors of the Company. (c) This Warrant may not be sold, assigned, hypothecated, or otherwise transferred for a period of one year from the effective date of the Offering (other than by will, pursuant to the operation of law, or where directed by a court of competent jurisdiction upon the dissolution or liquidation of a corporate Holder hereof), except to (i) a person who is both an officer and a shareholder of the Underwriter, (ii) a successor in interest to the business of the Underwriter, (iii) a person who is an officer and a shareholder of a successor, or (iv) a person who is an employee of the Underwriter or a successor, but only if such employee is also an officer of the Underwriter or successor; such transfer to be by endorsement (by the Holder hereof executing the form of assignment attached hereto) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Further, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations, nor may any shares of Common Stock or Redeemable Warrants Warrant Shares issued pursuant to exercise of this Warrant or shares of Common Stock issued pursuant to exercise of the Redeemable Warrants be transferred, except as provided in Section 7 hereof.