Common use of Transfer and Replacement Clause in Contracts

Transfer and Replacement. (a) Subject to compliance with any applicable securities laws and the conditions set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued. (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company such documentation as is necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act. (d) The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

Transfer and Replacement. (a) i. Subject to compliance with any applicable securities laws and the conditions set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the CompanyIssuer, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company Issuer shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant warrant issued. (b) ii. The Company Issuer agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) iii. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company Issuer may require, as a condition of allowing such transfer that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company Issuer a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company Issuer such documentation as is necessary to establish that the shares Warrants Shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act. (d) iv. The Company Issuer covenants that upon receipt by the Company Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock share certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock share certificate, if mutilated, the Company Issuer will make and deliver a new Warrant or stock share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock share certificate.

Transfer and Replacement. (a) No Holder shall Transfer this Warrant other than (i) a Transfer to one or more of its Affiliates or (ii) if the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such Transfer is exempt from the registration requirements of the Securities Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for, and a Transfer shall be permitted in the event of, a Transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a Transfer by a Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 6. Any attempt to Transfer this Warrant other than in accordance with this Section 6 shall be null and void and no right, title or interest in or to such Warrant shall be Transferred to the purported transferee, buyer, donee, assignee or encumbrance holder. The Company will not give, and will not permit the Company's transfer agent to give, any effect to such attempted Transfer in its stock records. (b) Subject to compliance with any applicable securities laws and the conditions set forth hereinSection 6.2(a), this Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon surrender of this Warrant at the principal office books of the CompanyCompany by the Holder hereof in person or by duly authorized attorney, together with a written assignment of this Warrant substantially properly executed Assignment (in the form attached hereto duly executed by the Holder of Exhibit B or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued. (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that (i) the Holder or transferee of this WarrantExhibit C hereto, as the case may be) and a new Warrant or Warrants, furnish to of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be promptly made and delivered by the Company a written opinion upon surrender of counsel (which opinion shall be in formthis Warrant duly endorsed, substance and scope customary for opinions at the office of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company such documentation as is necessary referred to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act. (d) The Company covenants that upon Section 9 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it (whichit, and upon surrender of this Warrant if mutilated, the Company shall promptly make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make shall pay all expenses, taxes and deliver other charges payable in connection with any transfer or replacement of this Warrant, other than documentary or stamp taxes (if any) payable in connection with a new transfer of this Warrant, which shall be payable by the Holder. The Holder shall not transfer this Warrant or stock certificate of like tenor and dated as of such cancellation, the rights hereunder except in lieu of such Warrant or stock certificatecompliance with federal and state securities laws.

Transfer and Replacement. (a) Subject to compliance with any applicable securities laws and the conditions set forth herein, this This Warrant and all rights hereunder ------------------------ are transferable, transferable in whole or in partpart upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the principal office of the Company, together with a written assignment Company referred to in Section 13 hereof. In the event of any purported transfer of this Warrant substantially not in accordance with the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentterms hereof, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued. (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that required (i) to transfer on its books any of the Holder rights to acquire shares of Common Stock or transferee Common Stock issuable upon the exercise of this Warrantsuch rights, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that to treat as owner of such rights to acquire shares of Common Stock or Common Stock issuable upon the holder or transferee execute and deliver to the Company exercise of such documentation as is necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act. (d) The Company covenants that upon rights. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond)it, and upon surrender and cancellation of such this Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellationtenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes (not including taxes on or measured by the net income or capital gains of the Holder) and other charges payable in connection with any transfer or replacement of this Warrant, other than stock certificatetransfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws.

Transfer and Replacement. (a) Subject to compliance with any applicable securities laws and the conditions set forth herein, this This Warrant and all rights hereunder are transferable, transferable in whole or in partpart upon the books of Parent by Warrant Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of Warrant Holder, if a partial transfer is effected) shall be made and delivered by Parent upon surrender of this Warrant duly endorsed, at the principal office of the CompanyParent referred to in Section 10, together with a written assignment of this Warrant substantially properly executed Assignment (in the form attached hereto duly executed by the Holder of Exhibit B or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued. (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that (i) the Holder or transferee of this WarrantExhibit C hereto, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company such documentation as is necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act. (d) The Company covenants that upon ). Upon receipt by the Company Parent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it (whichit, and upon surrender of this Warrant if mutilated, Parent shall make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Warrant Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Warrant Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by Parent upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, Parent shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by Warrant Holder. Warrant Holder shall not include transfer this Warrant and the posting of any bond), rights hereunder except in compliance with federal and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificatestate securities laws.

Transfer and Replacement. (a) Subject to compliance with any applicable securities laws and the conditions set forth herein, this This Warrant and all rights hereunder are transferable, ------------------------ transferable in whole or in partpart upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the principal office of the Company, together with a written assignment Company referred to in Section 13 hereof. In the event of any purported transfer of this Warrant substantially not in accordance with the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentterms hereof, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued. (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that required (i) to transfer on its books any of the Holder rights to acquire shares of Common Stock or transferee Common Stock issuable upon the exercise of this Warrantsuch rights, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that to treat as owner of such rights to acquire shares of Common Stock or Common Stock issuable upon the holder or transferee execute and deliver to the Company exercise of such documentation as is necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act. (d) The Company covenants that upon rights. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond)it, and upon surrender and cancellation of such this Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellationtenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes (not including taxes on or measured by the net income or capital gains of the Holder) and other charges payable in connection with any transfer or replacement of this Warrant, other than stock certificatetransfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Notwithstanding anything to the contrary herein, Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws.

Transfer and Replacement. (a) Subject When a Security is presented to compliance the Registrar or a co-registrar with any applicable securities laws a request to register the transfer thereof, the Registrar or co-registrar shall register the transfer as requested and when Securities are presented to the Registrar or a co-registrar with a request to replace them with an equal principal amount of Securities of other authorized denominations, the Registrar shall make the replacement as requested provided that every Security presented or surrendered for registration or transfer or replacement shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the conditions set forth hereinRegistrar duly executed by the Holder thereof or his attorney-in-fact duly authorized in writing. To permit registrations of transfers and replacement, the Issuer shall issue and the Trustee or any authenticating agent shall authenticate Securities at the Registrar's or co-registrar's request. No service charge shall be made for any registration of transfer or replacement of Securities but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, but this Warrant provision shall not apply to any replacement pursuant to Section 2.9, 3.8, 9.5 or 12.2 not involving any transfer. The Registrar shall not be required (i) to issue, register the transfer of, or replace Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.4 and all rights hereunder are transferableending at the close of business on the day of selection, or (ii) to register the transfer or replacement of any Security so selected for redemption in whole or in part, upon surrender of this Warrant at except the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the unredeemed portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledany Security being redeemed in part. A Warrant, if properly assigned, The Issuer may be exercised by a new holder for instruct the purchase Exchange Agent in writing to refuse to permit the exchange of Shares without having a new Warrant issued. any Security (a) during any Restricted Period or (b) The Company agrees to maintain, at its aforesaid office, books for if the registration and the registration Board of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant Directors shall in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing good faith determine such transfer that action necessary (i) to protect the Holder or transferee REIT's continuing qualification as a real estate investment trust under Section 856(a) of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and Code (ii) that to comply with the holder Ownership Limit or transferee execute and deliver (iii) to avoid the Company REIT's classification as a pension-held real estate investment trust under Code Section 856(h). A person shall be considered to own shares of Common Stock if the person Beneficially Owns such documentation as is necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws Common Stock or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act. (d) Constructively Owns such Common Stock. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.terms "Ownership Limit," "Beneficially

Transfer and Replacement. (a) Subject to compliance with any applicable securities laws and the conditions set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the CompanyIssuer, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company Issuer shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant warrant issued. (b) The Company Issuer agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company Issuer may require, as a condition of allowing such transfer that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company Issuer a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company Issuer such documentation as is necessary to establish that the shares Warrants Shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act. (d) The Company Issuer covenants that upon receipt by the Company Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock share certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock share certificate, if mutilated, the Company Issuer will make and deliver a new Warrant or stock share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock share certificate.

Transfer and Replacement. (a) Subject to compliance with any the applicable securities laws and legend in Section 9.c below, the conditions set forth herein, this Warrant Warrants and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, thereunder may be exercised by a new holder for the purchase of Shares without having a new Warrant issued. (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer Transferred upon presentation of the Warrants. , with the Assignment Form attached thereto duly completed, by the Warrantholder (cin person or by duly authorized attorney) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion at the Corporate Office, and thereupon new Warrants, of counsel (which opinion the same tenor as the Warrants presented for Transfer, shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to delivered by the Company such documentation as is necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 such Assignment Form and the transferee's ownership of Regulation S such Warrants shall be registered in accordance with Section 4. Following any Transfer of the Securities ActWarrants or the Warrant Shares, or any portions thereof, the transferee of such Warrants or Warrant Shares shall succeed to all rights and obligations of the transferor under the Agreement and the Warrant(s) and shall be deemed to be a "Warrantholder. (d) The Company covenants that upon " Upon receipt by the Company at the Corporate Office of evidence reasonably satisfactory to it of the loss, theft, destruction destruction, or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the a Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as in replacement of such cancellationWarrant. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall at any time be enforceable by any Person. The Warrants shall be promptly canceled by the Company upon the surrender thereof in lieu connection with any Transfer or replacement. The Company shall pay all taxes and all other expenses and charges payable in connection with the preparation, execution and delivery of such Warrants pursuant to this Section 5. Notwithstanding the foregoing, the Holder may not transfer the Warrant or stock certificatethe Warrant Shares to a direct competitor of the Company.

Transfer and Replacement. (a) No Holder shall Transfer this Warrant other than (i) a Transfer to one or more of its Affiliates or (ii) if the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such Transfer is exempt from the registration requirements of the Securities Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for, and a Transfer shall be permitted in the event of, a Transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a Transfer by a Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 6. Any attempt to Transfer this Warrant other than in accordance with this Section 6 shall be null and void and no right, title or interest in or to such Warrant shall be Transferred to the purported transferee, buyer, donee, assignee or encumbrance holder. The Company will not give, and will not permit the Company's transfer agent to give, any effect to such attempted Transfer in its stock records. (b) Subject to compliance with any applicable securities laws and the conditions set forth hereinSection 6.2(a), this Warrant and all rights hereunder are transferable, transferable in whole or in part, part upon surrender of this Warrant at the principal office books of the CompanyCompany by the Holder hereof in person or by duly authorized attorney, together with a written assignment of this Warrant substantially properly executed Assignment (in the form attached hereto duly executed by the Holder of Exhibit C or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued. (b) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that (i) the Holder or transferee of this WarrantExhibit D hereto, as the case may be) and a new Warrant or Warrants, furnish to of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be promptly made and delivered by the Company a written opinion upon surrender of counsel (which opinion shall be in formthis Warrant duly endorsed, substance and scope customary for opinions at the office of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company such documentation as is necessary referred to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act. (d) The Company covenants that upon Section 9 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it (whichit, and upon surrender of this Warrant if mutilated, the Company shall promptly make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make shall pay all expenses, taxes and deliver other charges payable in connection with any transfer or replacement of this Warrant, other than documentary or stamp taxes (if any) payable in connection with a new transfer of this Warrant, which shall be payable by the Holder. The Holder shall not transfer this Warrant or stock certificate of like tenor and dated as of such cancellation, the rights hereunder except in lieu of such Warrant or stock certificatecompliance with federal and state securities laws.