Common use of Transfer of Warrant Clause in Contracts

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws Section 2.3(c) hereof, each Warrant and the conditions set forth in Section 4(d) hereof and to rights thereunder may be transferred by the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableHolder thereof, in whole or in part, upon surrender of this Warrant at the principal office of by delivering to the Company or its designated agent, together with such Warrant accompanied by a written assignment of this Warrant substantially properly completed Assignment Form 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 Annex 2. Within ten (10) Business Days of receipt of such transfer. Upon such surrender and, if required, such payment, Assignment Form the Company shall execute issue, register and deliver to the new Holder, subject to Section 2.3(c) hereof a new Warrant or Warrants of like kind and tenor representing in the name of aggregate the assignee or assignees, as applicable, and in right to purchase the denomination or denominations specified in such instrument of assignment, and shall issue same Current Holder’s Equity Interest which could be purchased pursuant to the assignor a new Warrant evidencing the portion being transferred. In all cases of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrarytransfer by an attorney, the Holder original power of attorney, duly approved, or a copy thereof, duly certified, shall not be deposited and remain with the Company. In case of a transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to physically surrender be deposited and remain with the Company in its discretion. (b) Each Warrant issued in accordance with this Warrant Section 2.3 shall bear the restrictive legend set forth on the face of this Warrant, unless the Holder or transferee thereof supplies to the Company unless an opinion of counsel, reasonably satisfactory to the Holder has assigned this Warrant Company, that the restrictions described in fullsuch legend are no longer applicable to such Warrant. (c) The transfer of Warrants and any Equity Interest purchased thereunder shall be permitted, in which caseso long as such transfer is pursuant to a transaction that complies with, or is exempt from, the Holder shall surrender this Warrant to provisions of the Securities Act, and the Company within three (3) Trading Days may require an opinion of the date on which the Holder delivers an assignment counsel in form and substance reasonably satisfactory to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase it to such effect prior to effecting any transfer of Warrant Shares without having a new Warrant issuedWarrants or any Equity Interest purchased thereunder.

Transfer of Warrant. a) Transferability. Subject to This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any applicable securities laws and person or entity who is deemed to be a competitor or prospective competitor of the conditions set forth Company, such determination to be made in Section 4(dthe reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) hereof and that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the provisions Company a written opinion of Section 4.1 counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit B hereto and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablehereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or its the office or agency designated agentby the Company, together with a written assignment of this Warrant substantially in the form attached of Exhibit C hereto duly executed by the Holder or its agent or attorney attorney-in-fact 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, as applicable, 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. Notwithstanding anything herein to Following a transfer that complies with the contraryrequirements of this Section 4, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder Holder for the purchase of Warrant Shares without having shares of Common Stock regardless of whether the Company issued or registered a new Warrant issuedon the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the Holder, in whole person or in partby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form Assignment 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, to any transferee designated by Holder. 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued. The Company may require, as a condition of allowing a transfer (i) that 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, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and (iv) the transferee agree in writing to be bound by the terms of this Warrant and the Warrant Purchase Agreement as if an original signatory thereto.

Transfer of Warrant. a) Transferability. Subject This Warrant may only be transferred to compliance a purchaser subject to and in accordance with this Section 2.3, and any applicable securities laws attempted transfer which is not in accordance with this Section 2.3 shall be null and void and the conditions set forth in Section 4(d) hereof and transferee shall not be entitled to the provisions of Section 4.1 exercise any of the Purchase Agreementrights of the Holder of this Warrant. The Company agrees to maintain at the Warrant Agency books for the registration of such transfers of Warrants, and transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the principal office of the Company or its designated agentWarrant Agency in accordance with this Section 2.3, together with with: (i) a written assignment of this Warrant Warrant, substantially in the form of the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the FINRA, and funds sufficient to pay any transfer taxes payable upon the making of such transfer; and (ii) an investment representation letter, in form and substance acceptable to the Company, executed by the assignee or assignees of this Warrant. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.3, the Company (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the 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 cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares Holder without having a new Warrant issued. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer of this Warrant or the issuance or delivery of certificates for Common Stock in a name other than that of the registered Holder of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable federal and state securities laws and laws, the conditions set forth in Section 4(dSections 4(b) hereof below and to the provisions of Section 4.1 7 of the Purchase Agreementthis Warrant, this Warrant and may be transferred by the Holder with respect to any or all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon of the shares purchasable hereunder. Upon surrender of this Warrant at the principal office of to the Company or at the office of its designated stock transfer agent, if any, together with a written assignment of this Warrant substantially in the form Assignment Form, attached hereto as Exhibit C duly executed, the Transferor Representation Letter (as defined below) duly executed, the Transferee Representation Letter (as defined below) 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 paymenttax, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, the Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned. Thereafter, and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. Notwithstanding anything herein to the contraryforegoing, the Holder Company shall not be required to physically surrender issue a Warrant covering less than 1,000 shares of Common Stock. (b) Notwithstanding anything to the contrary set forth herein, no transfer of all or any portion of this Warrant shall be made except for transfers to the Company unless the Holder has assigned this Warrant in fullCompany, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.unless:

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject If this Warrant is to compliance with any applicable securities laws and be transferred, the conditions set forth in Section 4(d) hereof and Holder shall surrender this Warrant to the provisions of Section 4.1 Company, whereupon the Company will forthwith issue and deliver upon the order of the Purchase AgreementHolder a new Warrant (in accordance with Section 7(d)), this registered as the Holder may request, representing the right to purchase the number of Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed Shares being transferred 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 requiredless than the total number of Warrant Shares then underlying this Warrant is being transferred, such payment, the Company shall execute and deliver a new Warrant or Warrants (in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue accordance with Section 7(d)) to the assignor a new Holder representing the right to purchase the number of Warrant evidencing the portion of this Warrant Shares not so assigned, and this Warrant shall promptly be cancelledbeing transferred. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject Prior to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 all of the Purchase AgreementWarrant Shares becoming exercisable or being cancelled and forfeited in accordance with Section 2(b) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are shall not be assignable or transferable, in whole or in part; provided, however, the Holder may assign or transfer this Warrant and all rights hereunder, in whole or in part, to any Affiliate of the Holder, upon surrender written request by the Holder, and written consent of the Company, such consent not to be unreasonably withheld. After all of the Warrant Shares have become exercisable or have been cancelled and forfeited in accordance with Section 2(b) hereof, this Warrant at and all rights hereunder shall be assignable or transferable, in whole or in part. Holder shall not effect any such assignment or transfer pursuant to this Section 6 unless (i) such assignment or transfer complies with all federal and state securities laws and all assignment or transfer conditions referred to in the principal office of legend endorsed hereon and (ii) Holder surrenders this Warrant to the Company or at its designated agent, together then principal executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment 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 as Exhibit B in connection with the making of such transfer. Upon such compliance, consent, surrender and, if required, such paymentand delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee such Person or assignees, as applicable, Persons 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 Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein Any attempt to assign or transfer this Warrant or any rights hereunder contrary to the contrary, the Holder provisions of this Section 6 shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuednull and void.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws the transfer conditions referred to in the legend endorsed hereon and the other applicable terms and conditions set forth in Section 4(d) hereof and to of this Warrant, until the provisions of Section 4.1 of material breach by the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender Company of this Warrant at or the principal office Company Articles (the “Warrant Holder Period”), the Holders shall not Transfer this Warrant except to their respective Affiliates, any Related Fund or holder of Equity Interests of the Holders. Upon and following the expiration of the Warrant Holder Period, the Holders may Transfer this Warrant to any Person. Any Transfer pursuant to this Section 8 shall be implemented by delivering (by email or otherwise) this Warrant to the Company or its designated agentwith a duly executed and delivered instrument of Transfer, together with a written assignment evidence of this Warrant substantially in the form attached hereto duly executed payment of any relevant stamp duty or transfer taxes by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferTransferee. Upon such surrender and, if required, such paymentof the Warrant and subject to the payment of any relevant stamp duty or transfer taxes by the Transferee, the Company shall execute and deliver a any new Warrant or Warrants Warrant(s) in the name names of the assignee or assigneesTransferor and permitted Transferees, as applicable, and in accordance with 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 assignedTransfer, and this Warrant shall promptly automatically be cancelled, and the Company shall register the permitted Transferees, and the permitted Transferees shall be deemed to have become, and shall be treated for all purposes as, the holders of record of the new Warrant(s) immediately upon issuance of such new Warrant(s) to such permitted Transferees. Notwithstanding anything herein Any Transfer in violation of this Section 8 shall be void ab initio. (b) The Holders understand that this Warrant, and any securities issued in respect hereof or exchange herefor, will bear, for so long as is required by applicable securities laws, a legend in substantially the form of subsection (i) and may bear the legends stated in subsection (ii): (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” (ii) Any legend required by the securities laws of any state to the contrary, extent such laws are applicable to the Holder securities represented by the certificate or other document so legended. (c) Certificates or book entries evidencing title to this Warrant and any securities issued in respect hereof or exchange herefor that cease to be restricted pursuant to applicable securities laws shall not be required to physically surrender this Warrant to contain any legend (including the Company unless the Holder has assigned this Warrant legends set forth in fullSection 8(b)) and, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of promptly following the date on which such securities cease to be restricted pursuant to applicable securities laws, and following the Holder delivers an assignment form delivery by the Holders and the Holders’ broker(s) to the Company assigning this Warrant in full. The WarrantCompany, if properly assigned in accordance herewithits legal counsel and the Company’s transfer agent of customary representations and other documentation (including, for the avoidance of doubt, customary certificates and representation letters, but not including any notarized or medallion guaranteed documents) and other representations and documentation as required by law or regulation evidencing that the applicable securities have ceased to be restricted pursuant to applicable securities laws and that the removal of such legend may be exercised effected under the Securities Act, the Company shall cause (i) its legal counsel to issue a customary legal opinion to the Company’s transfer agent to effect the removal of the applicable legends on such securities and (ii) the Company’s transfer agent to deliver to the Holders such securities that are free from all restrictive and other legends by a new holder for crediting the purchase account of Warrant Shares without having a new Warrant issuedthe Holders’ broker with the Depository Trust Company system as directed by the Holders.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without the prior written consent of the Company; provided that (i) a Holder that is a natural person may transfer all or a portion of this Warrant to one or more trusts for the benefit of such Holder, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, the spouse of any such descendant or a lineal descendant of any such spouse and (ii) a Holder that is a Person other than a natural person may transfer all or a portion of the Warrant to an Affiliate of such Holder. (b) Subject to the Holder’s appropriate compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, restrictive legend on this Warrant and all rights hereunder (includingthe transfer restrictions set forth herein, without limitation, the Company shall register the transfer of any registration rights) are transferable, portion of this Warrant in whole or in partthe Warrant Register, upon surrender of this Warrant at Warrant, with the principal office Form of the Company or its designated agent, together with a written assignment of this Warrant Assignment substantially in the form attached hereto as Attachment B duly executed by completed and signed, to the Holder or Company at its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transferaddress specified herein. Upon any such surrender andregistration or transfer, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants to purchase Common Stock, in substantially the name form of the assignee or assigneesthis Warrant (any such new Warrant, as applicablea “New Warrant”), 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 so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so assignedtransferred, and this Warrant if any, shall promptly be cancelled. Notwithstanding anything herein issued to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days transferring Holder. The acceptance of the date on which New Warrant by the Holder delivers an assignment form to transferee thereof shall be deemed the Company assigning this Warrant in full. The acceptance by such transferee of all of the rights and obligations of a holder of a Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. This Warrant is issued upon the following terms respecting transferability, to which Holder consents and agrees: (a) Transferability. Subject to compliance with Until this Warrant is transferred on the books of the Company, the Company will, and shall be entitled to, treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any applicable securities laws and the conditions set forth in Section 4(d) hereof and notice to the provisions of Section 4.1 of the Purchase Agreementcontrary. (b) This Warrant may not be exercised, and this Warrant and all rights hereunder (including, without limitation, any registration rights) are the Warrant Shares shall not be transferable, except in whole or in partcompliance with all applicable provincial, upon surrender state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders. (c) Subject to clauses (b) and (d) of this Section 6, the Warrant at may be transferred by the principal office of Holder completing and delivering to the Company or its designated agent, together with a written assignment notice of this Warrant transfer substantially in the form attached hereto duly executed by as Attachment 2. (d) The Warrant may not be transferred, and the Warrant Shares may not be transferred, to persons in the United States or to U.S. Persons (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “US Securities Act”), without the Holder or its agent or attorney obtaining an opinion of legal counsel stating that the proposed transaction will not result in a prohibited transaction under the US Securities Act, and funds sufficient to pay any transfer taxes payable upon the making of such transferall other applicable state and federal securities laws, regulations and orders. Upon such surrender and, if required, such paymentBy accepting this Warrant, the Company shall execute and deliver a new Warrant or Warrants Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of legal counsel. (e) Neither the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion issuance of this Warrant not so assigned, and this nor the issuance of the Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryShares have been qualified by prospectus or registered under any Canadian provincial securities laws, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedUS Securities Act or any US state securities laws.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and Any Warrants issued upon the conditions set forth transfer or exercise in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender part of this Warrant at shall be numbered and shall be registered in a warrant register (the principal office “Warrant Register”) as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person. This Warrant shall be transferable on the books of the Company or its designated agent, together only upon delivery hereof with a written assignment the Form of this Warrant substantially in Assignment at the form attached hereto duly completed and executed by the Holder or by his or its agent duly authorized attorney or attorney and funds sufficient representative, or accompanied by proper evidence of succession, assignment or authority to pay any transfer taxes payable upon the making of such transfer. In all cases of transfer by an attorney, executor, administrator, guardian or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon such surrender and, if required, such paymentany registration of transfer, the Company shall execute and deliver a new Warrant to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder hereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the name aggregate the right to purchase a like number of the assignee or assigneesshares of Warrant Stock, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue upon surrender to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledCompany or its duly authorized agent. Notwithstanding anything herein to the contraryforegoing, the Holder Company shall not be required have no obligation to physically surrender cause this Warrant to the Company unless the Holder has assigned this be transferred on its books to any person, or Warrant in fullStock to be issued, if, in which case, the Holder shall surrender this Warrant opinion of counsel to the Company within three (3) Trading Days Company, such transfer or issuance does not comply with the provisions of the date on which Act and the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrantrules and regulations thereunder, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedand any applicable state securities laws (“Blue Sky Laws”).

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days business days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) TransferabilityThis Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required by applicable securities laws. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, if this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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 is 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which casetransferred, the Holder shall surrender this Warrant to the Company within three or its Transfer Agent, as directed by the Company, together with all applicable transfer taxes and all additional documentation (3including, without limitation, an opinion of counsel reasonably satisfactory to the Company) Trading Days reasonably requested by the Company to confirm that any such transfer of this Warrant complies with applicable securities laws, whereupon the Company will, or will cause its Transfer Agent to, forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 8(e)), registered as the Holder delivers an assignment form may request, representing the right to purchase the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase number of Warrant Shares without having being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 8(e)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. The acceptance and execution of the new Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the new Warrant that the Holder has in respect of this Warrant.

Transfer of Warrant. a) Transferability. Subject to the requirements of this Warrant, compliance with any applicable securities laws the Securities Act and other federal and state law, and the conditions set forth in Section 4(d) hereof Company’s Articles of Incorporation and to the provisions of Section 4.1 of the Purchase AgreementBylaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal executive office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B and the Investment Representation Statement attached hereto as Exhibit D to the extent such Investment Representation Statement remains applicable, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. This Warrant is issued upon the following terms respecting transferability, to which Holder consents and agrees: (a) Transferability. Subject to compliance with Until this Warrant is transferred on the books of the Company, the Company will, and shall be entitled to, treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any applicable securities laws and the conditions set forth in Section 4(d) hereof and notice to the provisions of Section 4.1 of the Purchase Agreementcontrary. (b) This Warrant may not be exercised, and this Warrant and all rights hereunder (including, without limitation, any registration rights) are the Warrant Shares shall not be transferable, except in whole or in partcompliance with all applicable provincial, upon surrender state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders. (c) Subject to clauses (b) and (d) of this Section 6, the Warrant at may be transferred by the principal office of Holder completing and delivering to the Company or its designated agent, together with a written assignment notice of this Warrant transfer substantially in the form attached hereto duly executed by as Attachment 2. (d) The Warrant may not be transferred, and the Warrant Shares may not be transferred, to persons in the United States or to U.S. Persons (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “US Securities Act”) without the Holder or its agent or attorney obtaining an opinion of legal counsel satisfactory in form and funds sufficient substance to pay any transfer taxes payable upon the making of such transferCompany’s legal counsel stating that the proposed transaction will not result in a prohibited transaction under the US Securities Act, and all other applicable state and federal securities laws, regulations and orders. Upon such surrender and, if required, such paymentBy accepting this Warrant, the Company shall execute and deliver a new Warrant or Warrants Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of legal counsel. (e) Neither the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion issuance of this Warrant not so assigned, and this nor the issuance of the Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryShares have been qualified by prospectus or registered under any Canadian provincial securities laws, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedUS Securities Act or any US state securities laws.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and Commencing 180 days after the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase AgreementIssue Date, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) TransferabilityPursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: (i) by operation of law or by reason of reorganization of the Company; (ii) to any FINRA member firm participating in the offering and the officers and partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period; (iii) if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementforegoing restriction, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, Agreement this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. For the avoidance of doubt, this Warrant shall not be transferable in accordance with this Section 4(a) unless and until the Requisite Stockholder Approval has been obtained.

Transfer of Warrant. (a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementherein, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto an Assignment Form 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; provided, however, that no Warrants for fractional Warrants shall be transferred. 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, as applicable, and in the denomination or denominations specified in such instrument of assignment, Assignment Form 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which the Holder delivers an assignment form Assignment Form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay not be transferred, in whole or in part, upon surrender whether by operation of law or otherwise, to any person or business entity, without the prior written consent of the Company, and any assignment to the contrary shall be null and void and of no force and effect. Notwithstanding the foregoing, but subject to the provisions of Section 4, the Holder may transfer the Warrant or a portion thereof to one or more trusts established for the exclusive benefit of such Holder and/or one or more of the Holder’s spouse, children, grandchildren, parents, siblings, nieces or nephews (collectively, “Permitted Transferees”), or at death to the Holder’s estate, to any of the Holder’s Permitted Transferees, or to one or more trusts all of the beneficiaries of which are one or more of the Holder’s Permitted Transferees; provided, however, that any such transferee shall hold the transferred Warrant subject to the terms and conditions of this Warrant at Agreement. Any transfer permitted by the principal office immediately preceding sentence shall be made by presentation of the Warrant to the Company or its designated agent, 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 instructions for such transfer, including evidence that the transfer is permitted hereunder. Upon such surrender and, if required, such paymentpresentation for transfer, the Company shall promptly execute and deliver a new Warrant or Warrants in the form hereof in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullinstructions. The WarrantCompany shall pay all expenses incurred by it in connection with the preparation, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase issuance and delivery of Warrant Shares without having a new Warrant issuedWarrants as permitted under this Section.

Transfer of Warrant. a) Transferability. Subject to the transfer conditions referred to in the legend endorsed hereon and compliance with any applicable federal and state securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant, the Warrant Shares and all rights hereunder (including, without limitation, are transferable to any registration rights) are transferablePerson, in whole or in part, upon by the Holder without charge to the Holder, provided, however, that this Warrant, the Warrant Shares and all rights hereunder shall not be transferred unless and until the Holder has given the Company a written notice of the portion of this Warrant or the shares of the Warrant Shares being transferred, such notice to set forth the name, address and taxpayer identification number of the transferee, the anticipated date of such transfer, and surrendering this Warrant or the certificates or book-entry records representing shares of the Warrant Shares, as applicable, to the Company for reissuance to the transferee(s) and complied with Section 8(b)(ii) hereof. Upon surrender of this Warrant at the principal office of to the Company or at its designated agent, together then principal executive office with a written properly completed and duly executed assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and as Exhibit B, together with funds sufficient to pay any transfer taxes payable upon or other governmental charges that may be imposed in connection with 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, as applicable, 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 Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein Such new warrant shall be identical in all other respects to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. This Warrant is issued upon the following terms respecting transferability, to which Holder consents and agrees: (a) Transferability. Subject to compliance with Until this Warrant is transferred on the books of the Company, the Company will, and shall be entitled to, treat the Holder of this Warrant registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any applicable securities laws and the conditions set forth in Section 4(d) hereof and notice to the provisions of Section 4.1 of the Purchase Agreementcontrary. (b) This Warrant may not be exercised, and this Warrant and all rights hereunder (including, without limitation, any registration rights) are the Warrant Shares shall not be transferable, except in whole or in partcompliance with all applicable provincial, upon surrender state and federal securities laws, regulations and orders, and with all other applicable laws, regulations and orders. (c) subject to clauses (b) and (d) of this Section 6, the Warrant at may be transferred by the principal office of Holder completing and delivering to the Company or its designated agent, together with a written assignment notice of this Warrant transfer substantially in the form attached hereto duly executed by as Attachment 2. (d) The Warrant may not be transferred, and the Warrant Shares may not be transferred, to persons in the United States or to U.S. Persons (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “US Securities Act”) without the Holder or its agent or attorney obtaining an opinion of legal counsel satisfactory in form and funds sufficient substance to pay any transfer taxes payable upon the making of such transferCompany’s legal counsel stating that the proposed transaction will not result in a prohibited transaction under the US Securities Act, and all other applicable state and federal securities laws, regulations and orders. Upon such surrender and, if required, such paymentBy accepting this Warrant, the Company shall execute and deliver a new Warrant or Warrants Holder agrees to act in accordance with any conditions reasonably imposed on such transfer by such opinion of legal counsel. (e) Neither the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion issuance of this Warrant not so assigned, and this nor the issuance of the Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryShares have been qualified by prospectus or registered under any Canadian provincial securities laws, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedUS Securities Act or any US state securities laws.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable federal and state securities laws and any other contractual restrictions between the conditions set forth Company and the Holder contained herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Investor Rights Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder to any Permitted Transferee upon surrender written notice to the Company. Within a reasonable time after the Company’s receipt of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially (x) an executed Assignment Form in the form attached hereto duly executed hereto, (y) the written opinion of counsel to the Holder in form and substance reasonably satisfactory to the Company that the transferee of the Warrant will be an eligible S corporation holder and (z) the execution by the Holder or Permitted Transferee of a Joinder to the Investor Rights Agreement in form and substance reasonably satisfactory to the Company, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its agent or attorney principal offices, and funds sufficient the payment to pay any the Company of all transfer taxes payable upon the making of and other governmental charges imposed on such transfer. Upon such surrender and, if required, such paymentIn the event of a partial transfer, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing holders one or more appropriate new warrants. The Company will at no time close its transfer books against the portion transfer of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to or of any Shares issued or issuable upon the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned exercise of this Warrant in fullany manner which interferes with the timely exercise of this Warrant. For purposes of this Section 12, in which case“Permitted Transferee” shall mean any direct or indirect affiliate of the Holder, Equity Group Investments, L.L.C. or ▇▇▇▇▇▇ ▇▇▇▇; any direct or indirect member of the Holder shall surrender this Warrant to the Company within three and any direct or indirect affiliate thereof; any senior employee of Equity Group Investments, L.L.C. and any direct or indirect affiliate thereof; and ▇▇▇▇▇▇ ▇▇▇▇ and his spouse, lineal ancestors and descendants (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrantwhether natural or adopted), if properly assigned in accordance herewith, may be exercised by a new holder any trust or retirement account primarily for the purchase benefit of Warrant Shares without having a new Warrant issued▇▇▇▇▇▇ ▇▇▇▇ and/or his spouse, lineal ancestors and descendants and any private foundation formed by ▇▇▇▇▇▇ ▇▇▇▇.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this ‌ This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto an Assignment Form 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; provided, however, that no Warrants for fractional Warrants shall be transferred. 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, as applicable, and in the denomination or denominations specified in such instrument of assignment, Assignment Form 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which the Holder delivers an assignment form Assignment Form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof], this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject The Corporation agrees to compliance with any applicable securities laws and maintain books for the conditions set forth in Section 4(d) hereof and to the provisions registration of Section 4.1 transfers of the Purchase AgreementWarrants, and any transfer, in whole or in part, of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in partshall be registered on such books, upon surrender of this Warrant at the principal office of the Company or its designated agent, Corporation together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or his, her or its duly authorized 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 Corporation shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the 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 cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. This Warrant may not be transferred in whole or in part, and the Corporation shall not be required to register any transfers unless the Corporation has received an opinion of counsel selected by the transferor (who may be an employee of such party) and reasonably satisfactory to the Corporation that such transfer is exempt from the registration requirements of the Securities Act. If the Warrantholder delivers to the Corporation an opinion of counsel selected by such holder (who may be an employee of such holder) and reasonably acceptable to the Corporation, that no subsequent transfer of the Warrant will require registration under the Securities Act, the Corporation will promptly deliver to such holder or his, her or its designee, new Warrants in exchange for the Warrant delivered by such holder, which will not bear the Securities Act legend set forth at the beginning of the first page of the Warrant, and thereafter no further opinions of counsel shall be required in connection with the subsequent transfer of such Warrant.

Transfer of Warrant. a) Reserved. Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement), this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) Transferability. Subject pursuant to compliance an effective registration statement under the 1933 Act, (b) to the Company, (c) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a “qualified institutional buyer” in accordance with Rule 144A of the 1933 Act, (e) outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act, (f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act (if available) or (g) pursuant to another available exception from the registration requirements of the Securities Act, subject to the Company’s right prior to any such offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to it that such offer, sale or transfer does not require registration under the 1933 Act or applicable state securities laws laws, and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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 holder shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant furnish to the Company unless an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Holder has assigned Company prior to such offer, sale or transfer. If this Warrant in full, in which caseis to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 6(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase number of Warrant Shares without having being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred and the transferee shall agree to be bound by the terms hereof.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws the transfer conditions referred to in the legends endorsed hereon, the terms and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase AgreementInvestor’s Rights Agreement and Section 9(b) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of to the Company or at its designated agent, together then principal executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment in the form attached hereto duly executed by the Holder or its agent or attorney and as Exhibit B, together with funds sufficient to pay any transfer taxes payable upon described in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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 Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryThe Holder, the Holder shall not be required to physically surrender by acceptance hereof, agrees that this Warrant and the Warrant Shares to the Company unless the Holder has assigned be issued upon exercise hereof are being acquired for investment and not with a view towards resale or distribution and that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days a violation of the date on which the Holder delivers an assignment form to the Company assigning this Securities Act of 1933. This Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of and all Warrant Shares without having a new Warrant issuedissued upon exercise hereof (unless registered under the Securities Act of 1933) shall be stamped or imprinted with the legend indicated on the first page of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: (i) by operation of law or by reason of reorganization of the Company; (ii) to any FINRA member firm participating in the offering and the officers and partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period; (iii) if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period. b) Subject to the foregoing restrictions, compliance with any applicable securities laws laws, and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay not be transferred, in whole or in part, upon surrender whether by operation of law or otherwise, to any person or business entity, without the prior written consent of the Company, and any assignment to the contrary shall be null and void and of no force and effect. Notwithstanding the foregoing, but subject to the provisions of Section 4, the Holder may transfer the Warrant or a portion thereof to one or more trusts established for the exclusive benefit of such Holder and/or one or more of the Holder's spouse, children, grandchildren, parents, siblings, nieces or nephews (collectively, "Permitted Transferees"), or at death to the Holder's estate, to any of the Holder's Permitted Transferees, or to one or more trusts all of the beneficiaries of which are one or more of the Holder's Permitted Transferees; provided, however, that any such transferee shall hold the transferred Warrant subject to the terms and conditions of this Warrant at Agreement. Any transfer permitted by the principal office immediately preceding sentence shall be made by presentation of the Warrant to the Company or its designated agent, 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 instructions for such transfer, including evidence that the transfer is permitted hereunder. Upon such surrender and, if required, such paymentpresentation for transfer, the Company shall promptly execute and deliver a new Warrant or Warrants in the form hereof in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullinstructions. The WarrantCompany shall pay all expenses incurred by it in connection with the preparation, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase issuance and delivery of Warrant Shares without having a new Warrant issuedWarrants as permitted under this Section.

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) Transferability. Subject pursuant to compliance an effective registration statement under the 1933 Act, (b) to the Company, (c) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a "qualified institutional buyer" in accordance with Rule 144A of the 1933 Act, (e) outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act, (f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act (if available) or (g) pursuant to another available exception from the registration requirements of the Securities Act, subject to the Company's right prior to any such offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to it that does not require registration under the 1933 Act or applicable state securities laws laws, and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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 holder shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant furnish to the Company unless an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Holder has assigned Company prior to such offer, sale or transfer. If this Warrant in full, in which caseis to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase number of Warrant Shares without having being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred and the transferee shall agree to be bound by the terms hereof. No transfer of a Warrant to any Person shall be effective if such transfer would, in the reasonable judgment of the Company, require the Company or any of its subsidiaries to become subject to the reporting requirements under the Exchange Act.

Transfer of Warrant. aThe Company agrees to maintain at the Warrant Agency (or, if the Warrant Agency has not been appointed, at the Company Office) Transferability. Subject to compliance with any applicable securities laws and books for the conditions set forth in Section 4(d) hereof and to the provisions registration of Section 4.1 transfers of the Purchase AgreementWarrants, and transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the principal office of Warrant Agency (or, if applicable, the Company or its designated agentOffice), together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its his duly authorized agent or attorney attorney, with (unless the Holder is the original holder of this Warrant or another institutional investor) signatures guaranteed by a bank or trust company or a broker or dealer registered with the National Association of Securities Dealers, Inc., and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentsurrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the 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. Notwithstanding anything herein to The Warrant Agency (or, if the contraryWarrant Agency has not been appointed, the Holder Company) shall not be required to physically surrender this Warrant register any transfers if the Holder fails to furnish to the Company, after a request therefor, an opinion of counsel reasonably satisfactory to the Company unless that such transfer is covered by an effective registration statement under the Holder has assigned this Warrant in full, in which case, Securities Act and qualified under all applicable state securities laws or is exempt from the Holder shall surrender this Warrant registration requirements of the Securities Act and applicable state securities laws. This Section 2.3 is subject to the Company within three (3) Trading Days provisions of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedSection 9 hereof.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay be sold, transferred or otherwise disposed of to any Person, in whole or in part, by the Holder upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to the Company’s prior written consent (which consent shall not be required for transfers to any of HBM Alpha Therapeutics, Inc. recipients under the HBM Alpha Therapeutics, Inc. 2022 Stock Option and Grant Plan), compliance with any applicable securities laws and the conditions condition set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions The Holder of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay transfer this Warrant, in whole or in part, from time to time and at any time after the Original Issue Date, to any affiliate (or affiliate(s) thereof, direct or indirect) of the initial Holder, or to any affiliate(s), direct or indirect, of such transferee(s), pursuant to the terms of paragraph (c) below. (b) In addition to the rights set forth in paragraph (a) above, at any time on or after the first anniversary of the Original Issue Date, the Holder of this Warrant may transfer this Warrant, in whole or in part (in an amount exercisable for not less than 250,000 shares of Common Stock) pursuant to the terms of paragraph (c) below. (c) This Warrant may be transferred pursuant to paragraph (a) or (b) above upon surrender of this Warrant for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, whereupon the transfer will be registered on the register maintained by the Company, and thereupon one or more new Warrants, of authorized denominations and for the same aggregate principal office amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Warrant for registration of transfer, the Company and any agent of the Company or its designated agent, together with a written assignment of may treat the Holder in whose name this Warrant substantially in is registered as the form attached hereto duly executed by the Holder or its agent or attorney owner thereof for all purposes, and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, neither the Company nor any such agent shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein affected by notice to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and This Warrant may be transferred or assigned by the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableHolder, in whole or in part, provided that such transfer or assignment is in compliance with any restrictive legend set forth hereon. Such transfer shall be effected without charge to the Holder hereof upon surrender of this Warrant with a properly executed assignment at the principal office of the Company or its designated agent, 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 paymentthereafter, the Company shall execute and deliver issue a new Warrant or Warrants warrant registered in the name of the assignee or assigneestransferee. If the Warrant is being transferred in part the Company shall issue new warrants, in each case evidencing the right to purchase the appropriate number of shares of Warrant Stock, registered in the names of the Holder and the transferee, as applicable, and in the denomination . Upon any transfer of all or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion any part of this Warrant not so assignedto any transferee, such transferee shall be deemed the "Holder" of such warrant as such term is used herein and shall be deemed the owner thereof for all purposes. Each Holder, by taking or holding this Warrant, consents and agrees to be bound by the provisions of this Warrant and consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewithhave been so endorsed, may be exercised treated by a new holder the Company, at the Company's option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the purchase person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of Warrant Shares without having a new Warrant issuedthe Company any notice to the contrary notwithstanding, but until such transfer on such books, the Company may treat the registered owner hereto as the owner for all purposes.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the transfer conditions set forth referred to in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlegend endorsed hereon, this Warrant and all rights hereunder (including, without limitation, any registration rights) are freely transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of delivery to the Company or its designated agent, together with of a written request for assignment of this Warrant substantially in the form attached hereto duly executed as Exhibit C (each, an “Assignment”) by the Holder or and surrender of this Warrant to the Company at its agent or attorney and then principal executive offices, together with funds sufficient to pay any transfer taxes payable upon described in Section 3.6(e) in connection with the making of such transfer. If requested by the Company, the Holder will also provide an opinion of counsel satisfactory to the Company to the effect that the transfer or assignment is in compliance with (or is exempt from) applicable federal and state securities laws. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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 Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender no part of this Warrant to or the Company unless the Holder has assigned Shares issuable upon exercise of this Warrant in full(or the securities issuable directly or indirectly, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days upon conversion of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The WarrantShares, if properly assigned in accordance herewith, any) may be exercised by transferred except to a new holder for person named as a “Designated Holder” of [JGB] in the purchase of Warrant Shares without having a new Warrant issuedLoan Agreement.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 7 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to Section 3.5 below, the Warrant shall be freely transferable, subject to compliance with all applicable laws, including, but not limited to, the Securities Act of 1933, as amended (the “Act”). If, at the time of the surrender of this Warrant in connection with any applicable securities laws and transfer of this Warrant, this Warrant shall not be registered under the conditions set forth in Section 4(d) hereof and Act, the Company may require, as a condition of allowing such transfer, that the Holder of this Warrant furnish to the provisions Company a written opinion of counsel (which counsel shall be reasonably acceptable to the Company, provided, that any law firm having at least 100 lawyers, including associates and partners, shall be deemed acceptable) to the effect that such transfer is exempt from or not subject to the registration requirements of Section 4.1 5 of the Purchase Agreement, Act. Transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablehereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 1.2 or its the office or agency designated agentby the Company pursuant to Section 4.1, together with a written assignment of this Warrant substantially in the form attached of Exhibit B 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, as applicable, 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. Notwithstanding anything herein to Following a transfer that complies with the contraryrequirements of this Section 3.4, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder Holder for the purchase of Warrant Shares without having shares of Common Stock regardless of whether the Company issued or registered a new Warrant issuedon the books of the Company.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the transfer conditions set forth referred to in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlegend endorsed hereon, this Warrant and all rights hereunder (including, without limitation, any registration rights) are freely transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of delivery to the Company or its designated agent, together with of a written request for assignment of this Warrant substantially in the form attached hereto duly executed as Exhibit C (each, an “Assignment”) by the Holder or and surrender of this Warrant to the Company at its agent or attorney and then principal executive offices, together with funds sufficient to pay any transfer taxes payable upon described in Section 3.6(e) in connection with the making of such transfer. If requested by the Company, the Holder will also provide an opinion of counsel satisfactory to the Company to the effect that the transfer or assignment is in compliance with (or is exempt from) applicable federal and state securities laws. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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 Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender no part of this Warrant to or the Company unless the Holder has assigned Shares issuable upon exercise of this Warrant in full(or the securities issuable directly or indirectly, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days upon conversion of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The WarrantShares, if properly assigned in accordance herewith, any) may be exercised by transferred except to a new holder for person named as a “Designated Holder” of K2 HealthVentures LLC in the purchase of Warrant Shares without having a new Warrant issuedLoan Agreement.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days trading days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 5.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder Holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject The Corporation agrees to compliance with any applicable securities laws and maintain books for the conditions set forth in Section 4(d) hereof and to the provisions ------------------- registration of Section 4.1 transfers of the Purchase AgreementWarrants, and any transfer, in whole or in part, of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in partshall be registered on such books, upon surrender of this Warrant at the principal office of the Company or its designated agent, Corporation together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or his, her or its duly authorized 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 Corporation shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the 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 cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. This Warrant may not be transferred in whole or in part, and the Corporation shall not be required to register any transfers unless the Corporation has received an opinion of counsel selected by the transferor (who may be an employee of such party) and reasonably satisfactory to the Corporation that such transfer is exempt from the registration requirements of the Securities Act. If the Warrantholder delivers to the Corporation an opinion of counsel selected by such holder (who may be an employee of such holder) and reasonably acceptable to the Corporation, that no subsequent transfer of the Warrant will require registration under the Securities Act, the Corporation will promptly deliver to such holder or his, her or its designee, new Warrants in exchange for the Warrant delivered by such holder, which will not bear the Securities Act legend set forth at the beginning of the first page of the Warrant, and thereafter no further opinions of counsel shall be required in connection with the subsequent transfer of such Warrant.

Transfer of Warrant. a) Transferability. Subject This Warrant and the Warrant Shares issuable upon exercise of this Warrant shall be freely transferable, subject to compliance with any this Section 11, the Investment Agreement, the Registration Rights Agreement and all applicable securities laws and the conditions set forth in Section 4(d) hereof and laws, including, but not limited to the provisions of Section 4.1 Securities Act. If, at the time of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together in connection with a written assignment any transfer of this Warrant or the resale of the Warrant Shares, this Warrant or the Warrant Shares, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Shares as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act (provided that, in the event that the Warrant or Warrant Shares are to be transferred to an affiliate of the Holder, no such written opinion of such Holder's counsel shall be required; provided further that, the Holder and/or the proposed transferee shall provide any documentation and/or back-up certificates reasonably requested by counsel to the Company in order that counsel to the Company may render any opinion as may be required by the Company's transfer agent), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Attachment 2 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 (iii) in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless event that the Holder has assigned this Warrant in full, in which caseelected to transfer registration rights to such transferee, the Holder transferee shall surrender this Warrant agree in writing to the Company within three (3) Trading Days be bound by all of the date on which terms and obligations under, and to receive all of the Holder delivers an assignment form to benefits under, the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by Registration Rights Agreement as a new holder for the purchase of Warrant Shares without having a new Warrant issuedthereunder.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) other terms hereof and to all applicable laws, including the provisions of Section 4.1 of Securities Act, the Purchase Agreement, Warrant Holder may freely transfer this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, the Warrant Shares in whole or in partpart to any Person at any time and from time to time; provided that in no event shall this Warrant or any Warrant Shares be assigned to a competitor of the Company, as determined in good faith by the Board of Directors of the Company. The Warrant Holder upon transfer of the Warrant must deliver to the Company a duly executed Warrant Assignment in the form of Exhibit B and upon surrender of this Warrant at to the principal office of the Company or its designated agent, 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 paymentCompany, the Company shall execute and deliver a new Warrant with appropriate changes to reflect such Assignment, in the name or Warrants names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicableWarrant Holder, and in upon the denomination or denominations specified in Company’s execution and delivery of such instrument of assignmentnew Warrant, 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; and provided that any assignee shall have all of the rights of an Initial Holder hereunder. Notwithstanding anything herein The Warrant Holder shall pay any transfer tax imposed in connection with such assignment (if any). Any transfer or exchange of this Warrant shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedhereof.

Transfer of Warrant. aIf this Warrant is to be transferred, the Holder shall surrender (if required) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and this Warrant to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agentCompany, 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, as applicable, and in the denomination or denominations specified in such instrument of assignment, whereupon the Company will forthwith issue and shall issue to deliver upon the assignor order of the Holder a new Warrant evidencing (in accordance with Section 8(d)), registered as the portion Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 8(d)) to the Holder representing the right to purchase the number of Warrant Shares not so assigned, and this Warrant shall promptly be cancelledbeing transferred. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder ▇▇▇▇▇▇ has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject This Warrant may only be transferred to compliance a purchaser subject to and in accordance with this Section 2.3, and any applicable securities laws attempted transfer which is not in accordance with this Section 2.3 shall be null and void and the conditions set forth in Section 4(d) hereof and transferee shall not be entitled to the provisions of Section 4.1 exercise any of the Purchase Agreementrights of the holder of this Warrant. The Company agrees to maintain at the Warrant Agency books for the registration of such transfers of Warrants, and transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the principal office of the Company or its designated agentWarrant Agency in accordance with this Section 2.3, together with a written assignment of this Warrant Warrant, substantially in the form of the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD, and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.3, the Company (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the 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 cancelledcanceled. Notwithstanding anything herein to the contraryforegoing, the Holder shall not be required to physically surrender this a Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer of this Warrant or the issuance or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement11, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of to the Company or at its designated agent, together then principal executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment Form in the form attached hereto duly executed as Exhibit B; provided, however, that prior to the Vesting Date, this Warrant may not be assigned (in whole or in part) to any Person other than an Affiliate of the Holder. Notwithstanding the foregoing, any such transferring Holder shall be liable for any and all taxes, fees and third party expenses incurred by the Company as a result of such transfer and the Holder shall pay the Company, in cash or its agent or attorney and by wire transfer of immediately available funds sufficient any amounts necessary to pay any transfer taxes payable upon such taxes, fees and third party expenses incurred by the Company in connection with the making of such transfer. Upon Within three (3) Trading Days of such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder Holder for the purchase of Warrant Shares immediately upon such assignment without having a new Warrant issued.

Transfer of Warrant. (a) Transferability. Subject to compliance Except with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 prior written consent of the Purchase AgreementCompany, this Warrant may not be transferred to any person or entity other than any entity which is an affiliate of the Holder. Any such transfer shall be accompanied by a form of assignment in substantially the form of Exhibit B attached hereto. (b) This Warrant and all rights hereunder the Warrant Shares shall not be transferable in the absence of the effectiveness of a registration statement with respect to such securities under the Securities Act of 1933, as amended (includingthe “Securities Act”), without limitationor an applicable exemption therefrom. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Shares to be issued upon exercise hereof are being acquired for the Holder’s own account and not as a nominee for any registration rights) are transferableother party, in whole and for investment, and that the Holder will not offer, sell or in part, upon surrender otherwise dispose of this Warrant at the principal office or any Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Company Act or its designated agent, together with a written assignment any applicable state securities laws. Upon exercise 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, as applicable, 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. Notwithstanding anything herein to the contraryWarrant, the Holder shall not be required to physically surrender this Warrant shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company unless Company, that the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder Shares so purchased are being acquired solely for the purchase Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (c) All Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws or the Company’s Stockholder Agreement (or similar agreement of Warrant Shares without having a new Warrant issued.like tenor), as may exist from time to time):

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. Exhibit 4.1 a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, Letter Agreement this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three two (32) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 4(h) of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> \* MERGEFORMAT 4921-7393-2549.1 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and This Warrant is not transferable until the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 Closing Date of the Stock Purchase Agreement. After such date, this Warrant is only transferable to directors, officers, employees and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office consultants of the Company; provided that no transfer shall be made that (a) transfers Warrants exercisable into fewer than 5,000 Warrant Shares, (b) does not comply with all applicable federal and state securities laws or (c) would require registration or qualification of the Warrant pursuant to the Securities Act or any applicable state blue sky law; and provided further that the Warrant Holder upon transfer of the Warrant must deliver to the Company or its designated agent, together with a written assignment of this duly executed Warrant substantially Assignment in the form attached hereto duly executed by the Holder or its agent or attorney and of Annex B hereto, with funds sufficient to pay any transfer taxes payable tax imposed in connection with such assignment (if any) and upon surrender of this Warrant Certificate to the making of such transferCompany. Upon such surrender and, if required, such payment, the The Company shall execute and deliver a new Warrant Certificate or Warrants Certificates in the form of this Warrant Certificate with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified in the fully executed Warrant Assignment or other instrument of assignment and, if the Warrant Holder's entire interest is not being transferred or assigned, in the name of the assignee or assignees, as applicable, 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 assignedHolder, and this Warrant Certificate shall promptly be cancelled. Notwithstanding anything herein Any transfer or exchange of this Warrant Certificate shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant Certificate or Certificates issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullhereof. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.terms "

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Stock and Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent Affiliates, in person or attorney by duly authorized attorney, upon delivery of this Warrant, the Assignment Form attached hereto and funds sufficient to pay any transfer taxes (in accordance with Section 2.5 hereof) payable upon the making of such transfer, to one or more transferees designated by the Holder; provided, however, that without the prior written consent of the Company (not to be unreasonably withheld), the Holder shall not transfer this Warrant to more than five (5) transferees. Any transferee will sign and deliver to the Company an investment letter in a form that is commercially reasonable, customary for use in similar Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. transactions and reasonably satisfactory to the Company. Upon such surrender delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued.

Transfer of Warrant. aThis Warrant and the Warrant Shares shall not be sold, transferred, assigned, pledged, hypothecated or otherwise transferred (“Transferred” and each such transaction a “Transfer”) Transferability. Subject to except (1) in compliance with any the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws and the conditions set forth (2) in compliance with Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, 14 hereof. If this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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 is 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which caseTransferred, the Holder shall surrender this Warrant to the Company within three (3) Trading Days and deliver the completed and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company shall forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 6(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase number of Warrant Shares without having being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant are being Transferred, a new Warrant issued(in accordance with Section 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being Transferred. The acceptance of the new Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the new Warrant that the Holder has in respect of this Warrant.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Securities Purchase Agreement, this Warrant and all rights hereunder Agreement (including, without limitation, any registration rights) are transferableArticle VI thereof), each Warrant may be transferred, in whole or in part, upon surrender of this Warrant at to an "accredited investor", as such term is defined in Rule 501(a) promulgated pursuant to the principal office of the Company or its designated agentSecurities Act, 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 thereof by delivering to pay the Company such Warrant accompanied by a properly completed, duly executed, Assignment Form. As promptly as practicable but in any transfer taxes payable upon the making event within ten (10) Business Days of receipt of such transfer. Upon such surrender and, if required, such paymentAssignment Form, the Company shall execute shall, without charge, issue, register and deliver to the Holder thereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being transferred. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company in its discretion. The Company shall not be liable for complying with a request by a fiduciary or nominee of a fiduciary to register a transfer of any Warrant which is registered in the name of such fiduciary or nominee, unless made with the assignee actual knowledge that such fiduciary or assigneesnominee is committing a breach of trust in requesting such registration of transfer, as applicable, and in or with knowledge of such facts that the denomination or denominations specified in such instrument of assignment, and shall issue Company's participation therein amounts to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedbad faith.

Transfer of Warrant. (a) Transferability. Subject to the terms and conditions of this Warrant and compliance with any all applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder to following person (the “Transferee”): (i) any one of its affiliates upon surrender of this Warrant at written notice to the principal office Company, (ii) any other person other than its affiliates with the prior written consent of the Company or its designated agentCompany. With regard to any transfer from the Holder to the Transferee, together with within a written assignment reasonable time after the Company’s receipt of this Warrant substantially a duly executed Assignment Form in the form attached hereto duly executed as Exhibit B, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment by the Holder or its agent or attorney and funds sufficient to pay any of all transfer taxes payable upon the making of and other governmental charges imposed on 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, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion . (b) Any transfer of this Warrant or the Exercise Shares issuable upon exercise hereof (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not so assignedto make any sale, assignment, transfer or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and this Warrant shall promptly to be cancelled. Notwithstanding anything herein to the contrarybound by, the Holder shall not be required to physically surrender terms and conditions set forth in this Warrant to the Company unless same extent as if the transferee were the original Holder has assigned hereunder. Notwithstanding anything to the contrary herein, if the Securities are sold, assigned, transferred or otherwise disposed of (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) in a public sale in accordance with Rule 144 under the Securities Act, none of the transfer restrictions in this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedapply.

Transfer of Warrant. a) Transferability. Subject to compliance with The holder of this Warrant may not assign, transfer, pledge, hypothecate or otherwise dispose of this Warrant or any applicable securities laws and of its rights hereunder without the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 prior written consent of the Purchase AgreementCompany; provided, however, that (I) the holder hereof may assign or otherwise transfer this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableWarrant, in whole or in part, to any wholly owned subsidiary or other corporate affiliate of the holder without the consent of the Company and (ii) if the holder hereof merges or consolidates with or into another entity, or transfers or sells all or substantially all of its assets to a third party, the holder may assign this Warrant to the party which is the successor to its business and assets without the consent of the Company. Any permitted transfer of this Warrant, in whole or in part, is registrable at the offices or agency of the Company referred to in Paragraph 10(e) hereof by the holder hereof in person or by such holder's duly authorized attorney , upon surrender of this Warrant at properly endorsed. In the principal office of event that the Company or its designated agent, together with a written assignment holder of this Warrant substantially in the form attached hereto duly executed by the Holder determines to assign, transfer, pledge, hypothecate 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, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion otherwise dispose of this Warrant not or any of its rights hereunder, it shall give the Company ten (10) days advance written notice of its intention so assignedto do, identifying the other party or parties to such proposed assignment, transfer, pledge, hypothecation or other disposition and this Warrant shall promptly the essential terms thereof. No such assignment, transfer, pledge, hypothecation or other disposition will be cancelled. Notwithstanding anything herein effective as to the contraryCompany, nor shall the Holder shall not Company be required to physically surrender this Warrant to honor any such assignment, transfer, pledge, hypothecation or other disposition in the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days absence of the date on advance notice for which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedprovision is made herein.

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d3.00(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject The Company agrees to compliance with any applicable securities laws and maintain at its principal office the conditions set forth in Section 4(d) hereof and to books for the provisions registration of Section 4.1 transfers of the Purchase AgreementWarrant, and transfer of this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferableshall be registered, in whole or in part, on such books, upon surrender of this Warrant at the principal office of the Company or its designated agentCompany, together with (i) a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its duly authorized agent or attorney attorney, with (if the Holder is a natural Person) signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD; provided, however, that (a) Holder may not assign all or any part of this Warrant or the Warrant Shares to a competitor of the Company, and (b) so long as no Event of Default exists, Holder may not assign all or any part of this Warrant or the Warrant Shares to any Person other than an Affiliate of Holder without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) funds sufficient to pay any transfer taxes payable upon the making of such transfer, and (iii) an Investment Representation Letter as described in Section 2.4 hereof executed by the proposed transferee. Upon such surrender and, if required, such payment, the Company shall promptly execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such the instrument of assignment, assignment and shall issue to the assignor a new Warrant or Warrants evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Notwithstanding anything herein to the contrary, The Company shall permit the Holder to inspect the warrant registration books from time to time during normal business hours at the Company. Holder shall not be required to physically surrender pay all fees (including reasonable attorney’s fees), costs and expenses associated with any transfer of this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised requested by a new holder for the purchase of Warrant Shares without having a new Warrant issuedHolder.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth This Warrant in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are freely transferable, in whole or in part, upon surrender to any Person; provided that no transfer shall be made that (a) transfers Warrants exercisable into fewer than 5,000 Warrant Shares, (b) transfers any Warrants to any Person primarily engaged in the business of this Warrant at the principal office manufacturing communications devices, (c) does not comply with all applicable federal and state securities laws or (d) would require registration or qualification of the Warrant pursuant to the Securities Act or any applicable state blue sky law; and provided further that the Warrant Holder upon transfer of the Warrant must deliver to the Company or its designated agent, together with a written assignment of this duly executed Warrant substantially Assignment in the form attached hereto duly executed by the Holder or its agent or attorney and of Annex B hereto, with funds sufficient to pay any transfer taxes payable tax imposed in connection with such assignment (if any) and upon surrender of this Warrant Certificate to the making of such transferCompany. Upon such surrender and, if required, such payment, the The Company shall execute and deliver a new Warrant Certificate or Warrants Certificates in the form of this Warrant Certificate with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified in the fully executed Warrant Assignment or other instrument of assignment and, if the Warrant Holder's entire interest is not being transferred to assigned, in the name of the assignee or assignees, as applicable, 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 assignedHolder, and this Warrant Certificate shall promptly be cancelledcanceled. Notwithstanding anything herein Any transfer or exchange of this Warrant Certificate shall be without charge to the contraryWarrant Holder (except as provided above with respect to transfer taxes, the Holder if any) and any new Warrant Certificate or Certificates issued shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of dated the date on which the Holder delivers an assignment form to the Company assigning this Warrant in fullhereof. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.terms "

Transfer of Warrant. (a) Transferability. Subject to compliance with any applicable securities laws Sections 3.3(c), (d), (e) and the conditions set forth in Section 4(d(f) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this each Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed may be transferred by the Holder or its agent or attorney and funds sufficient thereof by delivering to pay any transfer taxes payable upon the making Corporation such Warrant accompanied by a properly completed Assignment Form. Within five (5) Business Days of receipt of such transfer. Upon such surrender andAssignment Form the Corporation shall issue, if required, such payment, the Company shall execute register and deliver to the Holder, subject to this Section 3.3, a new Warrant or Warrants of like kind and tenor representing in the name aggregate the right to purchase the same number of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue Warrant Shares which could be purchased pursuant to the assignor a new Warrant evidencing the portion being transferred. In all cases of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrarytransfer by an attorney, the Holder original power of attorney, duly approved, or a copy thereof, duly certified, shall not be deposited and remain with the Corporation. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to physically surrender be deposited and remain with the Corporation in its discretion. (b) Each Warrant issued, in accordance with this Warrant to Section 3.3 shall bear the Company restrictive legend set forth in Section 3.1(b), unless the Holder has assigned this or transferee thereof supplies to the Corporation evidence, reasonably satisfactory to the Corporation, that the restrictions described in such legend are no longer applicable to such Warrant. (c) The Corporation and each Holder agrees that the Notes and Warrants (and any underlying Warrant in fullShares) are not detachable instruments for transfer purposes, in which caseand so long as the Obligations are outstanding, the Notes and Warrants (or underlying Warrant Shares) may not be sold, assigned, transferred or pledged separately, and any purported sale, assignment, transfer or pledge in violation of the foregoing shall be null and void and of no effect. Subject to Section 3.3(d) below, any transfer of the Notes and Warrants (or underlying Warrant Shares) prior to repayment in full of the Obligations shall be subject to the right of first offer rights of the Holders set forth in Section 3.3(e) below. (d) Notwithstanding the provisions of Section 3.3(c) above, each Holder shall surrender have the right to transfer a Pro Rata Portion of the Notes and Warrants together to any Affiliate of a Holder (“Affiliate Holder”) so long as such Affiliate Holder agrees in writing to be bound by the terms and provisions of this Agreement (including this Section 3.3), which respect to such acquired Notes and Warrants (or underlying Warrant Shares). (e) In the event that any Holder (the “Selling Holder”) desires to sell any Pro Rata Portion of the Notes and Warrants to any Person (other than to an Affiliate Holder) while the Obligations are outstanding, then such Holder shall first deliver a written offer letter (the “Offer Letter”) to the Company within Corporation and the other Lenders and/or Holders (collectively, the “Other Holders”) notifying them of its desire to sell a Pro Rata Portion of the Notes and Warrants and indicating the exact amount of Notes and Warrants (or underlying Warrant Shares) desired to be sold by the Selling Holders (collectively, the “Offered Securities”). Upon receipt of the Offer Letter, the Other Holders (or any of them) shall have three (3) Trading Business Days to elect to make an offer to collectively purchase all of the date on which the Holder delivers Offered Securities for cash by delivering a written notice of an assignment form offer to the Company assigning this Warrant in fullSelling Holder (the “Offer”). The WarrantOffer shall set forth the purchase price (the “Securities Offer Price”) for all of the Offered Securities that the Other Holders making the Offer (the “Offering Holders”) desire to purchase, if properly assigned which Securities Offer Price shall be determined by holders of a majority of the principal amount of the Notes then outstanding held by the Offering Holders. The Selling Holder will then have ten (10) days from its receipt of the Offer to notify the Offering Holders in accordance herewithwriting of its acceptance or rejection of the Offer. If no such acceptance or rejection notice is given by the Selling Holder, may then the Selling Holder shall be exercised by a new holder for deemed to have rejected the Offer. In the event that the Selling Holder accepts the Offer, the closing of the purchase of the Offered Securities by the Offering Holders shall occur within thirty (30) days after the Selling Holder’s acceptance of the Offer at the offices of the Corporation or as otherwise mutually agreed by the Selling Holder and the Offering Holders. In the event that more than one Other Holder elects to be an Offering Holder, than, unless otherwise agreed by such Offering Holders, such Offer shall be made on a pro rata basis among such Offering Holders on the basis of their pro rata ownership (together with their Affiliates) of the principal amount of the Notes prior to such Offer. Notwithstanding the foregoing, in the event that the Selling Holder rejects the Offer or the Offering Holders, taken together, fail to close such purchase within the time period provided above, then such Offered Securities may be sold by the Selling Holder to a third party within 120 days after the expiration of the applicable time period set forth above subject to Section 3.3(f) below. Any such sale of Offered Securities to a third party shall be for consideration with a fair market value of not less than the Securities Offer Price and upon other terms and conditions, if any, not materially less favorable to the purchaser than those specified in the Offer. Any Offered Securities not sold within such 120-day period shall continue to be subject to the requirements of a prior offer and re-sale pursuant to this Section 3.3(e). The provisions of this Section 3.3(e) shall terminate upon payment in full of all of the Obligations. (f) After the repayment of the Obligations or in the event of any transfer otherwise permitted pursuant to Sections 3.3(d) or (e) above, the transfer of Warrants and Warrant Shares without having shall be permitted, so long as such transfer is pursuant to a new transaction that complies with, or is exempt from, the provisions of the Securities Act, and the Corporation may require an opinion of counsel (which may be internal counsel to each transferring Holder) in form and substance reasonably satisfactory to it to such effect prior to effecting any transfer of such Warrants or Warrant issuedShares. Notwithstanding anything to the contrary contained in this Section 3.3, no transfer of Warrants or Warrant Shares may be made unless each transferee becomes a party to the Stockholders Agreement.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth for in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agentagent (if issued in physical form), 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 cause the Warrant Agent to deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall cause the Warrant Agent to issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder Holder for the purchase of Warrant Shares or Pre-Funded Warrants without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and laws, the conditions restriction on transfer set forth in Section 4(d) hereof on the first page of this Warrant and to the provisions of Section 4.1 Article VI of the Warrant Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the Holder, in whole person or in partby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form Assignment 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, to any transferee designated by Holder. 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The A Warrant, if properly assigned in accordance herewithassigned, may be exercised by a new holder for the purchase of Warrant Exercise Shares without having a new Warrant issued.. The Company may require, as a condition of allowing a transfer (i) that 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, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, (iii) that the

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, If this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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 is 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which casetransferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 8(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase number of Warrant Shares without having being transferred by the Holder and, if less than the total number of Warrant Shares then underlying all such Holder’s Warrants is being transferred (which number of transferred Warrant Shares by such Holder and its affiliates to the transferee and its affiliates may not be less than 100,000 shares (the “Minimum Transfer Amount”); provided, that such restriction shall not apply to transfers by the Holder to any of its affiliates, and, for purposes of determining whether the Minimum Transfer Amount is satisfied, all transfers by a Holder and its affiliates to a transferee and its affiliates shall be aggregated), a new Warrant issued(in accordance with Section 8(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred (which number of Warrant Shares may not be less than the Minimum Transfer Amount). The Minimum Transfer Amount shall be subject to the same adjustments as the number of Warrant Shares pursuant to Section 2. Without the prior written consent of the Company, no Holder may transfer any Warrant if, as a result of such transfer, the aggregate number of outstanding Warrants would be held of record by more than eight (8) Persons (treating, for purposes of this calculation, Persons that are “Affiliates,” as that term is defined in Rule 405 promulgated under the Securities Act, as a single Person).

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto (i) an Assignment Form duly executed by the Holder or its agent or attorney attorney, (ii) in the case of any transfer (other than pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act, to the Company or to an Affiliate of the Holder or in connection with a pledge of this Warrant), at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and (iii) 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form Assignment Form to the Company assigning this Warrant in full. The This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) Transferability. Subject pursuant to compliance an effective registration statement under the 1933 Act, (b) to the Company, (c) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a “qualified institutional buyer” in accordance with Rule 144A of the 1933 Act, (e) outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act, (f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act (if available) or (g) pursuant to another available exception from the registration requirements of the Securities Act, subject to the Company’s right prior to any such offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to it that does not require registration under the 1933 Act or applicable state securities laws laws, and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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 holder shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant furnish to the Company unless an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Holder has assigned Company prior to such offer, sale or transfer. If this Warrant in full, in which caseis to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company within three (3) Trading Days will forthwith issue and deliver upon the order of the date on which Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder delivers an assignment form may request, representing the right to purchase the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase number of Warrant Shares without having being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant issued(in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred and the transferee shall agree to be bound by the terms hereof. No transfer of a Warrant to any Person shall be effective if such transfer would, in the reasonable judgment of the Company, require the Company or any of its subsidiaries to become subject to the reporting requirements under the Exchange Act.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 12 of the Purchase AgreementNote, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. MACROBUTTON DocID \\4142-1432-0719 v11 a) Transferability. Subject to the Holder’s appropriate compliance with any applicable securities laws the restrictive legend on this Warrant and the conditions transfer restrictions set forth herein and in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Loan Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement11, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant at the principal office of to the Company or at its designated agent, together then principal executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment Form in the form attached hereto duly executed as Exhibit B. Notwithstanding the foregoing, any such transferring Holder shall be liable for any and all taxes, fees and third party expenses incurred by the Company as a result of such transfer and the Holder shall pay the Company, in cash or its agent or attorney and by wire transfer of immediately available funds sufficient any amounts necessary to pay any transfer taxes payable upon such taxes, fees and third party expenses incurred by the Company in connection with the making of such transfer. Upon Within three (3) Trading Days of such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder Holder for the purchase of Warrant Shares immediately upon such assignment without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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 |US-DOCS\145087290.1|| 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject Prior to the Expiration Time and subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the holder hereof, in whole or in part, at the office or agency of the Company referred to in Section 1 hereof. Any such transfer shall be made upon surrender of this Warrant at together with the principal office of Assignment Form attached hereto properly executed, endorsed and guaranteed. Notwithstanding the foregoing, the Company or its designated agent, together with a written assignment may prohibit the transfer of this Warrant substantially in and the form attached hereto duly executed by rights hereunder to more than a single transferee or to a transferee which the Holder Company reasonably believes to be an actual or its agent or attorney and funds sufficient potential competitor of the Company. The Company shall not be required to pay effect any transfer taxes payable upon of this Warrant or the making rights hereunder unless the transferor and transferee provide the Company with an opinion of counsel that such transfer. Upon transfer is in compliance with applicable Federal and state securities laws, or provide the Company with information and representations sufficient for the Company to make such surrender anddetermination; provided, if requiredhowever, that Holder -------- ------- may transfer all or part of this Warrant to its affiliates, including, without limitation, Imperial Bancorp, at any time without notice to the Company and without any legal opinion, and such paymentaffiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the Company shall execute and deliver a new Warrant or Warrants cooperate fully in ensuring that any stock issued upon exercise of this warrant is issued in the name of the assignee or assignees, as applicable, and in affiliate that exercises 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 cancelledWarrant. Notwithstanding anything herein to the contrary, the Holder The company shall not be required to physically surrender effect any transfer of this Warrant to or the Company rights hereunder unless the Holder has assigned transferee shall have agreed in writing to be bound by the restrictions set forth in this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d3.00(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementhereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.. b)

Transfer of Warrant. (a) TransferabilityThis Warrant and the Warrant Securities may not be transferred or assigned without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Corporation, if such are requested or required by the Corporation). Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of this Warrant with respect to compliance with the Purchase AgreementAct, and applicable state securities laws, this Warrant and all rights hereunder the Warrant Securities may be transferred by endorsement (includingby the Holder executing the Assignment Form annexed hereto) and delivery of the same. (b) A transfer may be registered with the Corporation by submission to it of this Warrant, without limitationtogether with the annexed Assignment Form duly completed and executed, any registration rightsand if the transfer is not a registered transfer, evidence reasonably satisfactory to the Corporation that such transfer is in compliance with federal and state securities laws. Within five (5) are transferablebusiness days after the Corporation's receipt of this Warrant and the Assignment Form so completed and executed, the Corporation will issue and deliver to the transferee a new Warrant representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Corporation will register in whole or in part, upon the new Holder's name. (c) On surrender of this Warrant at for exchange, properly endorsed on the principal office of Assignment Form and subject to the Company or its designated agent, together with a written assignment provisions of this Warrant substantially in Warrant, the form attached hereto duly executed by Corporation at its expense shall issue to, or on the order of, 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 warrant or Warrants warrants of like tenor, in the name of the assignee Holder, or assignees, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless (on payment by the Holder has assigned this Warrant in fullof any applicable transfer taxes) may direct, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase number of Warrant Shares without having a new Warrant issuedshares issuable upon exercise hereof.

Transfer of Warrant. a) Transferability. Subject Prior to the Expiration Time and subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreementlaws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferabletransferable by the holder hereof, in whole or in part, at the office or agency of the Company referred to in Section 1 hereof. Any such transfer shall be made upon surrender of this Warrant at together with the principal office of Assignment Form attached hereto properly executed, endorsed and guaranteed. Notwithstanding the foregoing, the Company or its designated agent, together with a written assignment may prohibit the transfer of this Warrant substantially in and the form attached hereto duly executed by rights hereunder to more than a single transferee or to a transferee which the Holder Company reasonably believes to be an actual or its agent or attorney and funds sufficient potential competitor of the Company. The Company shall not be required to pay effect any transfer taxes payable upon of this Warrant or the making rights hereunder unless the transferor and transferee provide the Company with an opinion of counsel that such transfer. Upon transfer is in compliance with applicable Federal and state securities laws, or provide the Company with information and representations sufficient for the Company to make such surrender anddetermination; provided, if requiredhowever, that Holder may transfer all or part of this Warrant to its affiliates, including, without limitation, Imperial Bancorp, at any time without notice to the Company and without any legal opinion, and such paymentaffiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the Company shall execute and deliver a new Warrant or Warrants cooperate fully in ensuring that any stock issued upon exercise of this warrant is issued in the name of the assignee or assignees, as applicable, and in affiliate that exercises 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 cancelledWarrant. Notwithstanding anything herein to the contrary, the Holder The Company shall not be required to physically surrender effect any transfer of this Warrant to or the Company rights hereunder unless the Holder has assigned transferee shall have agreed in writing to be bound by the restrictions set forth in this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer of Warrant. a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Each Warrant and all rights hereunder (including, without limitation, any registration rights) are transferablemay be transferred, in whole or in part, upon surrender of this Warrant at to the principal office of extent permitted by applicable securities laws (including, without limitation, to an "accredited investor", as such term is defined in Rule 501(a) promulgated pursuant to the Company or its designated agentSecurities Act), 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 thereof by delivery of such transferWarrant, accompanied by a properly completed, duly executed, Assignment Form, to the Company. Upon As promptly as practicable but in any event within fifteen (15) Business Days of receipt of such surrender and, if required, such paymentduly executed Assignment Form, the Company shall execute shall, without charge, issue, register and deliver to the Holder thereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being transferred. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company in its discretion. The Company shall not be liable for complying with a request by a fiduciary or nominee of a fiduciary to register a transfer of any Warrant which is registered in the name of such fiduciary or nominee, unless made with the assignee actual knowledge that such fiduciary or assigneesnominee is committing a breach of trust in requesting such registration of transfer, as applicable, and in or with knowledge of such facts that the denomination or denominations specified in such instrument of assignment, and shall issue Company's participation therein amounts to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issuedbad faith.