Common use of Transfer of Warrant Clause in Contracts

Transfer of Warrant. (a) 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Holder maySubject to the transfer conditions referred to in the legend endorsed hereon and the other applicable terms and conditions of this Warrant, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion until the material breach by the Company of this Warrant without or the prior written consent 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 Company; provided that (i) a Holders. Upon and following the expiration of the Warrant Holder that is a natural person Period, the Holders may transfer all or a portion of Transfer this Warrant to one any Person. Any Transfer pursuant to this Section 8 shall be implemented by delivering (by email or more trusts for otherwise) this Warrant to the benefit Company with a duly executed and delivered instrument of such HolderTransfer, such Holder’s spouse, a lineal descendant together with evidence of such Holder or such Holder’s parents, the spouse payment of any relevant stamp duty or transfer taxes by the Transferee. Upon 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 surrender of the Warrant and subject to an Affiliate the payment of any relevant stamp duty or transfer taxes by the Transferee, the Company shall execute and deliver any new Warrant(s) in the names of the Transferor and permitted Transferees, as applicable, and in accordance with the denominations specified in such instrument of Transfer, and this Warrant shall 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 Holdernew Warrant(s) to such permitted Transferees. Any Transfer in violation of this Section 8 shall be void ab initio. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of The Holders understand that this Warrant, with the Form of Assignment substantially and any securities issued in the form attached hereto respect hereof or exchange herefor, will bear, for so long as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transferis required by applicable securities laws, a new Warrant to purchase Common Stock, 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 extent such laws are applicable to the 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 contain any legend (any including the legends set forth in Section 8(b)) and, promptly following the date on which such new Warrantsecurities cease to be restricted pursuant to applicable securities laws, a “New Warrant”), evidencing and following the portion of this Warrant so transferred shall be issued delivery by the Holders and the Holders’ broker(s) to the transferee Company, its 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 effected under the Securities Act, the Company shall cause (i) its legal counsel to issue a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued customary legal opinion to the transferring Holder. The acceptance Company’s transfer agent to effect the removal of the New Warrant 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 crediting the account of the Holders’ broker with the Depository Trust Company system as directed by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantHolders.

Transfer of Warrant. (a) No Subject to applicable federal and state securities laws and the transfer conditions referred to in the legend endorsed hereon and in Section 10, this Warrant and all rights hereunder are freely transferrable by the Holder mayto any Person at any time, directly in whole or indirectly, sell, exchange, assign or otherwise in part by the execution of the transferor ▇▇▇▇▇▇ and transferee of a Warrant Assignment in substantially the form of Exhibit B hereto. For a transfer all or any portion of this Warrant as an entirety by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares, upon surrender of this Warrant to the Company at its then principal executive offices, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Holder, and shall either update Schedule 1 hereto to reflect such transfer or issue to the Holder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. For the avoidance of doubt, there are no contractual restrictions on transfer of any Warrant Shares. Notwithstanding anything to the contrary herein, this Warrant shall not, without the prior written consent of the Company; , be transferrable or be transferred to, other than to an existing Holder (including, for the avoidance of doubt, any Lead Investor (as defined in the Purchase Agreement)) or an Affiliate thereof, (a) any Person agreed in writing between the Company and the Required Holders as of the date hereof and any additional Person requested by the Company in writing that the Required Holders do not object to as not reasonably considered a meaningful competitor of the Company within ten (10) Business Days of such request, (b) any Person that the Holder knows beneficially owns more than five percent (5%) of the Company’s Common Stock on a fully diluted basis (provided that the Holder shall be deemed to know that Person owns more than beneficially owns more than five percent (i5%) 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 Company’s Common Stock if such Person has, prior to the date of transfer, filed a Schedule 13D or Schedule 13G disclosing such beneficial ownership), or (c) any Person that holds itself out as an “activist” investor or is otherwise identified as an activist investor on the most-recently available “SharkWatch 50” list or, in the event that the “SharkWatch 50” list is no longer published, on a substantially similar reputable published list of the most prominent activist investors regularly relied on or cited to by industry associations, public authorities or proxy advisors in the context of activism activities, or any controlled Affiliate of such Holder. (b) Subject to the Holder’s appropriate compliance Persons. Any purported transfer which is not in accordance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee null and a New Warrant evidencing the remaining portion void ab initio and of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights no force and obligations of a holder of a Warranteffect.

Transfer of Warrant. (a) 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 that, subject in each case to Section 5(b) hereof, (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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinherein and in the Exercise Agreement, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified hereinherein and (ii) delivery to the Company at its address specified herein an investment letter, in form and substance reasonably satisfactory to the Company, signed by the transferee. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) 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 that, subject in each case to Section 5(b) hereof, (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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinherein and in the Exchange Agreement, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified hereinherein and (ii) delivery to the Company at its address specified herein an investment letter, in form and substance reasonably satisfactory to the Company, signed by the transferee. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) 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 that, subject in each case to Section 5(b) hereof, (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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinherein and in the Purchase Agreement, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified hereinherein and (ii) delivery to the Company at its address specified herein an investment letter, in form and substance reasonably satisfactory to the Company, signed by the transferee. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Subject to compliance with applicable federal and state securities laws, the Holder may, directly or indirectlyfrom time to time, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without or the prior Underlying Shares, in each case, in whole or in part, by giving the Company a written consent notice 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 or the shares of the Underlying Shares being transferred, such notice to an Affiliate set forth the name, address and taxpayer identification number of the transferee, the anticipated date of such Holder. (b) Subject transfer, and surrendering this Warrant or the certificates or book-entry records representing shares of the Underlying Shares, as applicable, to the Holder’s appropriate compliance with Company for reissuance to the restrictive legend on transferee(s). Upon surrender of this Warrant and by a Holder to the transfer restrictions set forth hereinCompany for transfer, in whole or in part, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, issue a new Warrant warrant to purchase Common Stock, such Holder in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred denomination as shall be issued to requested by such Holder covering the transferee and a New Warrant evidencing the remaining portion number of this Warrant not so transferredUnderlying Shares, if any, in respect of which this Warrant shall not have been transferred. Such new warrant shall be identical in all other respects to this Warrant. This Warrant may be divided or combined with other Warrants upon presentation hereof at the 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 this Section 8 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 as of the Initial Issuance Date and shall be identical to this Warrant except as to the transferring Holder. The acceptance number of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantUnderlying Shares issuable pursuant thereto.

Transfer of Warrant. (a) No Holder maySubject to the transfer conditions referred to in the legend endorsed hereon and the other applicable terms and conditions of this Warrant, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion until the material breach by the Company of this Warrant without or the prior written consent 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 Company; provided that (i) a Holders. Upon and following the expiration of the Warrant Holder that is a natural person Period, the Holders may transfer all or a portion of Transfer this Warrant to one any Person. Any Transfer pursuant to this Section 8 shall be implemented by delivering (by email or more trusts for otherwise) this Warrant to the benefit Company with a duly executed and delivered instrument of such HolderTransfer, such Holder’s spouse, a lineal descendant together with evidence of such Holder or such Holder’s parents, the spouse payment of any relevant stamp duty or transfer taxes by the Transferee. Upon 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 surrender of the Warrant and subject to an Affiliate the payment of any relevant stamp duty or transfer taxes by the Transferee, the Company shall execute and deliver any new Warrant(s) in the names of the Transferor and permitted Transferees, as applicable, and in accordance with the denominations specified in such instrument of Transfer, and this Warrant shall 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 Holdernew Warrant(s) to such permitted Transferees. Any Transfer in violation of this Section 8 shall be void ab initio. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of The Holders understand that this Warrant, with the Form of Assignment substantially and any securities issued in the form attached hereto respect hereof or exchange herefor, will bear, for so long as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transferis required by applicable securities laws, a new Warrant to purchase Common Stock, 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 extent such laws are applicable to the 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 contain any legend (any including the legends set forth in Section 8(b)) and, promptly following the date on which such new Warrantsecurities cease to be restricted pursuant to applicable securities laws, a “New Warrant”), evidencing and following the portion of this Warrant so transferred shall be issued delivery by the Holders and the Holders’ broker(s) to the transferee Company, its 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 effected under the Securities Act, the Company shall cause (i) its legal counsel to issue a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued customary legal opinion to the transferring Holder. The acceptance Company’s transfer agent to effect the removal of the New Warrant 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 crediting the account of the Holders’ broker with the Depository Trust Company System as directed by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantHolders.

Transfer of Warrant. (a) 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 terms and conditions hereof, including the restrictive legend restrictions on transfer set forth in Section 7(c), this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant RegisterHolder, upon surrender of this Warrant, Warrant with the Form of Assignment substantially a properly executed assignment (in the form attached hereto as Attachment B duly completed Exhibit B) at the principal office of the Company. Any transfer or assignment of this Warrant (and signedthe Warrant Shares issuable upon exercise of this Warrant) shall be made only in compliance with all applicable securities laws and, if requested by the Company, following delivery to the Company at its address specified hereinof a legal opinion reasonably satisfactory to the Company confirming such compliance. Upon any such registration or transferIf this Warrant is to be transferred in accordance with the terms hereof, the Holder shall (i) surrender this Warrant to the Company together with all applicable transfer taxes, whereupon the Company will promptly issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(f)), registered as the 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 7(e)) to the Holder representing the right to purchase Common Stockthe number of Warrant Shares not being transferred and (ii) provide advance written notice to the Company of the Warrant being transferred, the name and notice details of the transferee and an instrument duly executed by the transferee whereby such transferee makes the representations set forth in substantially the form Section 19 of this Warrant (any such new and agrees to be bound by all obligations of the Holder under this Warrant, a “New Warrant”), evidencing . Any transfer of the portion Warrant or Warrant Shares which is not made in accordance with the terms of this Warrant so transferred Section 7 shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrantvoid.

Transfer of Warrant. (a) No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion By the acceptance of this Warrant without Warrant, the prior written consent of the Company; provided Holder hereby acknowledges and covenants that (i) a Holder that is a natural person may transfer all or a portion of this Warrant to one or more trusts and any stock purchased pursuant thereto are and will be held 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 investment 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 Holdernot for distribution. (b) The Warrant Shares shall be issued upon exercise of this Warrant only in compliance with the Act and applicable state securities laws. If, at the time of issuance of the Warrant Shares, no registration statement is in effect with respect to such shares under applicable provisions of the Act, the Company may, if reasonably necessary to comply with applicable securities laws, require that the Holder provide the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder of a surrendered Warrant shall bear legends reading substantially as follows: (i) TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY. COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS THEREIN SET FORTH SHALL HAVE BEEN COMPLIED WITH. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS. (iii) Any legends required by the laws of the States of Delaware or California. In addition, so long as the foregoing legends may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions. (c) This Warrant and the Warrant Shares issuable upon exercise of this Warrant may be transferred or assigned in whole or in part (i) if the assignee has agreed in writing for the benefit of the Company to be bound by all of the provisions of this warrant as if such assignee were the original Holder hereof, and (ii) if such transfer is in compliance with applicable federal and state securities laws by the transferor and the assignee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate (as such term is defined under the Act) of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. (d) Subject to the Holder’s appropriate compliance with the restrictive legend on provisions of Section 7(c) above, Holder may transfer all or part of this Warrant or the Warrant Shares issuable upon exercise of this Warrant by delivering an executed copy of the Assignment form attached as Exhibit B hereto and providing the transfer restrictions set Company notice of the portion of the Warrant being transferred setting forth hereinthe name, address and taxpayer identification number of the assignee and surrendering this Warrant to the Company for reissuance to the assignee(s) (and Holder, if applicable). The terms and conditions of this Warrant shall inure to the benefit of, and be binding upon, the Company shall register and the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed holders hereof and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee their respective permitted successors and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrantassigns.

Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (ain accordance with Section 7(d)), registered as the 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 7(d)) No to the Holder may, directly or indirectly, sell, exchange, assign or otherwise representing the right to purchase the number of Warrant Shares not being transferred. The rights and obligations of the Registration Rights Agreement may be assigned and transferred with any transfer all or any portion of this Warrant without upon the prior written consent agreement of such transferee to be joined to and bound by such Registration Rights Agreement, provided, that for the Companyavoidance of doubt, the Holder together with all transferees will collectively have no greater rights under such Registration Rights Agreement than the Holder would have alone under such Registration Rights Agreement; and, provided that further, in the event of any disagreement between the Company and Holder (ior any holder(s) of a Holder that is a natural person may transfer all warrant(s) issued upon transfer(s) for this Warrant or a portion such other warrant(s)) or between the Company and any party to the Registration Rights Agreement, the interpretation of this Warrant to one or more trusts for the benefit (and any other warrant(s) issued upon transfer(s) of such Holder, such Holder’s spouse, a lineal descendant of such Holder this Warrant or such Holder’s parents, other warrant(s)) shall be governed exclusively by 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 agreement of the Company and the holders of warrants representing a majority of remaining exercisable Warrant to an Affiliate Shares under such warrants (this proviso is the “Interpretation Proviso”). For the abundance of such Holder. (b) Subject to clarity, there is no restriction on the Holder’s appropriate compliance with the restrictive legend on assignment and transfer of this Warrant and the transfer restrictions set forth hereinRegistration Rights Agreement, other than as provided by law, rule and regulation and any specific agreements between the Company shall register Holder and the transfer Company, including those binding on Holder as a result of any portion of receiving this Warrant in the Warrant Register, upon surrender directly or indirectly as a result of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, transfer from a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrantprior holder.

Transfer of Warrant. (a) Subject to compliance with any applicable federal and state securities laws and the conditions set forth in Sections 4(b) below, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder at any time after the First Exercise Date. No transfer of this Warrant shall be permitted on or before the First Exercise Date. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, together with the Assignment Form, attached hereto as Exhibit B duly executed, the Transferor Representation Letter (as defined below) duly executed, the Transferee Representation Letter (as defined below) duly executed and funds sufficient to pay any transfer tax, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in the Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned. Thereafter, 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 mayhereof. Notwithstanding the foregoing, directly or indirectlythe Company shall not be required to issue a Warrant covering less than 1,000 shares of Common Stock. (b) Notwithstanding anything to the contrary set forth herein, sell, exchange, assign or otherwise no transfer of all or any portion of this Warrant without the prior written consent of shall be made except for transfers to the Company; provided that (i) a , unless the 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed proposed transferee each truthfully certify and signed, provide to the Company at its address specified herein. Upon any a written representation letter (the “Transferor Representation Letter” and the “Transferee Representation Letter”, respectively) that such registration or transfer, transfer is to a new Warrant to purchase Common Stock, in substantially person that is an “accredited investor” within the form meaning of this Warrant (any such new Warrant, a “New Warrant”), evidencing Regulation D under 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a WarrantSecurities Act.

Transfer of Warrant. (a) No Subject to compliance with applicable federal and state securities laws, the Holder may, directly or indirectlyfrom time to time, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without or the prior Underlying Shares, in each case, in whole or in part, by giving the Company a written consent notice 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 or the shares of the Underlying Shares being transferred, such notice to an Affiliate set forth the name, address and taxpayer identification number of the transferee, the anticipated date of such Holder. (b) Subject transfer, and surrendering this Warrant or the certificates or book-entry records representing shares of the Underlying Shares, as applicable, to the Holder’s appropriate compliance with Company for reissuance to the restrictive legend on transferee(s). Upon surrender of this Warrant and by a Holder to the transfer restrictions set forth hereinCompany for transfer, in whole or in part, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, issue a new Warrant warrant to purchase Common Stock, such Holder in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred denomination as shall be issued to requested by such Holder covering the transferee and a New Warrant evidencing the remaining portion number of this Warrant not so transferredUnderlying Shares, if any, in respect of which this Warrant shall not have been transferred. Such new warrant shall be identical in all other respects to this Warrant. This Warrant may be divided or combined with other Warrants upon presentation hereof at the 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 this Section 8 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 as of the Initial Issuance Date and shall be identical with this Warrant except as to the transferring Holder. The acceptance number of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantUnderlying Shares issuable pursuant thereto.

Transfer of Warrant. This Warrant and the Warrant Stock issuable upon exercise of this Warrant (a) No Holder mayand the securities issuable, 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 upon conversion of the Warrant Stock) may be transferred, in whole or in part, without restriction, subject to Holder’s delivery of an opinion of counsel that such transfer is in compliance with applicable securities laws; provided, however, that an opinion of counsel shall not be required if the transfer is to an Affiliate of such Holder. (b) Subject Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s appropriate compliance notice of proposed sale. A transfer may be registered with the restrictive legend on Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. After the Company’s receipt of this Warrant and the transfer restrictions set forth hereinAssignment Form so completed and executed, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed will issue and signed, deliver to the Company at its address specified herein. Upon any such registration or transfer, transferee a new Warrant to purchase Common Stock, in substantially the form of this Warrant warrant (any such new Warrant, a “New Warrant”), evidencing representing the portion of this Warrant so transferred transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall be issued concurrently issue and deliver to the transferee and transferring holder a New Warrant evidencing new warrant that entitles the remaining portion transferring holder to purchase the balance of this Warrant not so transferredtransferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof holder shall be deemed for all purposes to have become the acceptance by such transferee of all holder of the rights new warrant issued for the portion of this Warrant so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new warrant representing the portion of this Warrant so transferred. Subject to compliance with the requirements of the first sentence of this Section 2.1, and obligations upon providing Company with written notice, any subsequent Holder of a holder this Warrant or any part hereof may transfer all or part of a Warrantthis Warrant or the Warrant Stock issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Warrant Stock) to any transferee, provided, however, in connection with any such transfer, any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

Transfer of Warrant. (a) No Holder mayThis Warrant may only be transferred to another Person on or after the Exercise Date and subject to, directly or indirectlyand in accordance with, sell, exchange, assign or otherwise this Section 2.2 and Section 1.4. Any attempted transfer all or any portion of this Warrant without occurring prior to the prior written consent of the Company; provided that (i) a Holder that is a natural person may Exercise Date, or any attempted transfer all or a portion of this Warrant which is not in accordance with this Section 2.2 and Section 1.4, shall be null and void and the transferee shall not be entitled to one or more trusts exercise any of the rights of the holder of this Warrant. The Corporation agrees to maintain books 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 registration of the Warrant to an Affiliate transfer of such Holder. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth hereinall rights hereunder shall be registered, the Company shall register the transfer of any portion of this Warrant in the Warrant Registerwhole or in part, on such books, upon surrender of this Warrant at the Corporation’s principal office or such other location as the Corporation shall designate in accordance with this Section 2.2, together with a written assignment of this Warrant, with the Form of Assignment substantially in the form of the assignment attached hereto as Attachment B Annex 2, duly completed executed by the Holder or its duly authorized agent or attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the Financial Industry Regulatory Authority, and signed, funds sufficient to the Company at its address specified hereinpay any transfer taxes payable upon such transfer. Upon any surrender of this Warrant in accordance with this Section 2.2, the Corporation (subject to being satisfied that such registration or transfer, 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 StockStock in the name of the assignee or assignees and in the denominations specified in the instrument of assignment, in substantially the form of and this Warrant shall promptly be canceled. Without limiting the foregoing, the Holder and each Person to whom this Warrant is subsequently transferred represents and warrants to the Corporation and agrees (by acceptance of such transfer) that it will not transfer this Warrant unless: (i) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such new Warranttransaction; (ii) pursuant to Rule 144; or (iii) the Corporation receives an opinion of counsel, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued reasonably acceptable to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferredCorporation, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by that an exemption from such transferee of all of the rights and obligations of a holder of a Warrantregistration is available.

Transfer of Warrant. (a) No Holder mayPursuant to FINRA Rule 5110(g)(1), directly or indirectly, sell, exchange, assign or otherwise transfer all or neither this Warrant nor any portion Warrant Shares issued upon exercise of this Warrant without shall be sold, transferred, assigned, pledged or hypothecated, or be the prior written consent subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Company; provided that (i) securities by any person for a Holder that is a natural person may transfer all period of 180 days immediately following the date of effectiveness or a portion commencement of sales of the offering pursuant to which this Warrant to one or more trusts for the benefit of such Holderis being issued, 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register except the transfer of any portion 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 the foregoing restrictions, compliance with any applicable securities laws, and the conditions set forth in Section 7(a) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in the Warrant Registerwhole or in part, upon surrender of this WarrantWarrant at the principal office of the Company or its designated agent, together with the Form a written assignment of Assignment this Warrant substantially in the form attached hereto as Attachment B duly completed executed by the Holder or its agent or attorney and signedfunds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, to if required, such payment, the Company at its address specified herein. Upon any such registration or transfer, 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 purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred assigned, and this Warrant shall promptly be issued cancelled. Notwithstanding anything herein to the transferee and a New Warrant evidencing contrary, the remaining portion of Holder shall not be required to physically surrender this Warrant not so transferredto 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 the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if anyproperly assigned in accordance herewith, shall may be issued to exercised by a new holder for the transferring Holder. The acceptance purchase of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of Shares without having a holder of a Warrantnew Warrant issued.

Transfer of Warrant. (a) No Holder mayHolder, directly by its acceptance hereof, represents that this Warrant is being acquired for its own account, as an investment and not with a view towards the further resale or indirectlythe distribution thereof in violation of the Securities Act, selland agrees that this Warrant may not be transferred, exchangesold, assign assigned, hypothecated or otherwise transfer disposed of, in whole or in part, except as provided in this Section 9. (b) Except for transfers not involving a change in beneficial ownership, Holder may not and agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of this Warrant without the prior written consent of the Company; provided that or any beneficial interest herein, unless and until: (i) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Holder has given prior notice to the Company of Holder’s intention to make such disposition, shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, shall have furnished the Company, at Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that is a natural person may transfer all or a portion such disposition will not require registration of this Warrant to one or more trusts for the benefit of such HolderCommon Shares, such Holder’s spouseas applicable, a lineal descendant of such Holder or such Holder’s parents, under 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 HolderSecurities Act. (bc) Subject to the Holder’s appropriate compliance with the restrictive legend on terms and conditions of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Holder hereof (except for transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Registertaxes), upon surrender of this WarrantWarrant properly endorsed or accompanied by written instructions of transfer. The Warrant transferred in accordance with this Section 7 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, with the Form of Assignment substantially unless in the form attached hereto as Attachment B duly completed and signedaforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Notwithstanding anything in this Warrant to the Company at its address specified herein. Upon any such registration or transfercontrary, a new Holder may not transfer this Warrant to purchase Common Stock, any third party that is not an “accredited investor” as that term is defined in substantially Regulation D promulgated under the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a WarrantSecurities Act.

Transfer of Warrant. This Warrant and the rights granted hereunder may not be transferred or succeeded to by any person without prior written notice to the Company describing briefly the manner of transfer, together with a written opinion of Holder’s counsel, or other evidence, if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification under any federal or state law then in effect, including without limitation, the Securities Act of 1933, as amended (athe “Act”). Upon receiving such written notice and reasonable satisfactory opinion or other evidence, the Company, as promptly as practicable but no later than fifteen (15) No days after receipt of the written notice, shall notify the Holder that such Holder may sell or otherwise dispose of this Warrant, all in accordance with the terms of the notice delivered to the Company; provided, however, that this Warrant may not be transferred to a person deemed by the Board of Directors of the Company, in its reasonable judgment, to be a competitor or potential competitor of the Company. If a determination has been made pursuant to this Section 10 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Warrant may, directly or indirectlyas to such federal laws, sellbe offered, exchange, assign sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied and subject to the proviso above limiting transfers to competitors. Notwithstanding the foregoing, the Holder may transfer all or any portion of this Warrant the rights granted hereunder, without the prior written consent of the Company; provided that , to (i) a Holder that is a natural person may transfer all any general or a portion limited partner, member, officer or other Affiliate 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 any entity or organization of which the Holder that is a Person general or limited partner, member, officer or other than a natural person may transfer all or a portion of the Warrant to an Affiliate of such Holder. (b) Affiliate. Subject to the Holder’s appropriate compliance with the restrictive legend on foregoing sentence, this Warrant and all rights hereunder shall be transferable, in whole or in part, at the transfer restrictions set forth herein, principal office of the Company shall register by the transfer of any portion of this Warrant Holder in the Warrant Registerperson or by its duly authorized attorney, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified hereinWarrant properly endorsed. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form The last holder of this Warrant (as registered on the books of the Company may be treated by the Company and all persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant or to transfer hereof on the books of the Company, any notice to the contrary notwithstanding, unless and until such new Warrant, a “New Warrant”), evidencing the portion holder seeks to transfer registered ownership of this Warrant so transferred shall be issued to on the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance books of the New Warrant by the transferee thereof shall be deemed the acceptance by Company and such transferee of all of the rights and obligations of a holder of a Warranttransfer is effected.

Transfer of Warrant. (a) No The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all and its transferees. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant without for all purposes, notwithstanding any notice to 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 Holdercontrary. (b) The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent. (c) This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and, if this Warrant is sold, pledged or hypothecated in whole or in part, legal opinions reasonably satisfactory to the Company and its counsel, if such are requested by the Company). Subject to the Holder’s appropriate provisions of this Warrant with respect to compliance with the restrictive legend Securities Act of 1933, as amended (the "Act"), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery. (d) On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers and contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. (e) Compliance with securities laws; Holder representations: (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the transfer restrictions set forth hereinshares of Common Stock to be issued upon exercise hereof, if the Company shall register issuance or resale thereof is unregistered under the transfer of Act, are being acquired solely for the Holder's own account and not as a nominee for any portion other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Warrant Register, upon surrender Act or any applicable state securities laws. Upon exercise of this Warrant, with the Form Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that Holder has such investment intent as is required under the Act, if any. (ii) The Holder represents and warrants that (i) either it is an "accredited investor" within the meaning of Assignment substantially Rule 501 promulgated under the Act, or, if requested by the Company will deliver an opinion in the a form attached hereto as Attachment B duly completed and signed, reasonably satisfactory to the Company at that the issuance of this Warrant and the issuance of shares of Common Stock upon the exercise of this Warrant are and will be transactions exempt from the registration and/or qualification requirements of the Act or any applicable state securities laws; and (ii) that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its address specified herein. Upon any such registration investment in the Warrant and the shares of Common Stock to be issued upon the exercise of the Warrant and has the ability to bear the economic risks of its investment in the Warrant and the shares of Common Stock to be issued upon the exercise of the Warrant. (iii) This Warrant and all shares of Common Stock issued upon exercise hereof that are not registered under the Act shall be stamped or transfer, imprinted with a new Warrant to purchase Common Stock, legend in substantially the following form of this Warrant (in addition to any such new Warrantlegend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 transferred, if any, shall be issued to the transferring HolderAS AMENDED. 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 of a holder of a WarrantSUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Transfer of Warrant. (a) No Holder mayThis Warrant may only be transferred in compliance with federal and state securities laws; provided, directly however, that the Company may withhold its consent to transfer 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 assignment of this Warrant to one any person or more trusts for entity who is deemed to be a competitor or prospective competitor of the benefit of such HolderCompany, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, determination to be made in 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 reasonable judgment of the Warrant to an Affiliate Board. If, at the time of such Holder. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant RegisterShares, this Warrant or the Warrant Shares, as applicable, shall not be registered under the Securities Act of 1933, as amended (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, (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 this Warrant, and all rights hereunder, 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 WarrantWarrant to the principal office of the Company or the office or agency designated by the Company, together with the Form a written assignment of Assignment this Warrant substantially in the form attached of Exhibit C hereto as Attachment B duly completed executed by the Holder or its attorney-in-fact and signedfunds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, to if required, such payment, the Company at its address specified herein. Upon any such registration or transfer, shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred assigned, and this Warrant shall promptly be issued to cancelled. Following a transfer that complies with the transferee and a New Warrant evidencing the remaining portion requirements of this Section 4, the Warrant not so transferred, if any, shall may be exercised by a new holder for the purchase of shares of Common Stock regardless of whether the Company issued to or registered a new Warrant on the transferring Holder. The acceptance books of the New Warrant by Company. This Section 4 shall survive the transferee thereof shall be deemed the acceptance by such transferee of all exercise or expiration of the rights and obligations of a holder of a Warrant.

Transfer of Warrant. (a) No Holder mayThis Warrant may only be transferred in compliance with federal and state securities laws; provided, directly however, that the Company may withhold its consent to transfer 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 assignment of this Warrant to one any person or more trusts for entity who is deemed to be a competitor or prospective competitor of the benefit of such HolderCompany, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, determination to be made in 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 reasonable judgment of the Warrant to an Affiliate Board. If, at the time of such Holder. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant RegisterShares, this Warrant or the Warrant Shares, as applicable, shall not be registered under the Securities Act of 1933, as amended (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, (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 this Warrant and all rights hereunder, 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 WarrantWarrant to the principal office of the Company or the office or agency designated by the Company, together with the Form a written assignment of Assignment this Warrant substantially in the form attached of Exhibit C hereto as Attachment B duly completed executed by the Holder or its attorney-in-fact and signedfunds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, to if required, such payment, the Company at its address specified herein. Upon any such registration or transfer, shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred assigned, and this Warrant shall promptly be issued to cancelled. Following a transfer that complies with the transferee and a New Warrant evidencing the remaining portion requirements of this Section 4, the Warrant not so transferred, if any, shall may be exercised by a new holder for the purchase of shares of Common Stock regardless of whether the Company issued to or registered a new Warrant on the transferring Holder. The acceptance books of the New Warrant by Company. This Section 4 shall survive the transferee thereof shall be deemed the acceptance by such transferee of all exercise or expiration of the rights and obligations of a holder of a Warrant.

Transfer of Warrant. (a) No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or Neither this Warrant nor any portion Warrant Shares issued upon exercise of this Warrant without shall be sold, transferred, assigned, pledged or hypothecated, or be the prior written consent 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 7(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 (iv) a the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 7(a) for the remainder of the time period. If this Warrant is to be transferred, the Holder that is a natural person may transfer all or a portion of shall surrender this Warrant to one or more trusts for the benefit of such HolderCompany, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, whereupon the spouse of any such descendant or a lineal descendant of any such spouse Company will forthwith issue and (ii) a Holder that is a Person other than a natural person may transfer all or a portion deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to an Affiliate purchase the number of such Holder. (b) Subject to Warrant Shares being transferred by the Holder’s appropriate compliance with Holder and, if less than the restrictive legend on total number of Warrant Shares then underlying this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transferis being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase Common Stock, in substantially the form number of this Warrant (any such new Warrant, 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 Shares not so being transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. Until such time as the shares of Warrant Stock ------------------- issuable hereunder shall have been the subject of registration and are covered by an effective registration statement under the Securities Act, or there is available (a) No Holder may, directly in the opinion of counsel to the Issuer 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 counsel to the Holder’s appropriate compliance , acceptable to the Issuer) an exemption from the registration requirements of the Securities Act, the Warrants shall not be sold, transferred, assigned or hypothecated, in part or in whole (other than by will or pursuant to the laws of descent and distribution), and then only to registered assigns of the Holder and thereafter only upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the restrictive legend on this Warrant Issuer. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, may be required to be deposited with the Form of Assignment substantially Issuer in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified hereindiscretion. Upon any such registration or of transfer, the Issuer shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for another Warrant, or other Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued Stock upon surrender to the transferee and a New Warrant evidencing Issuer or its duly authorized agent. Notwithstanding the remaining portion of this Warrant not so transferredforegoing, the Issuer shall have no obligation to cause Warrants to be transferred on its books to any person if any, shall be issued to such transfer would violate the transferring Holder. 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 of a holder of a WarrantSecurities Act.

Transfer of Warrant. (a) No Holder maySubject to applicable laws and compliance with Section 4.3, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without and all rights hereunder are transferable, by the prior written consent Holder in person or by duly authorized attorney, upon delivery 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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinform of assignment attached hereto to any transferee designated by Holder. 8.1 Upon such surrender, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed execute and signed, to the Company at its address specified herein. Upon any such registration or transfer, deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment and shall issue to purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred assigned, and this Warrant shall promptly be issued to cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the transferee and purchase of shares of Common Stock without having a New new Warrant evidencing issued. 8.2 If, at the remaining portion time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not so transferredbe registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, if anythe Company may require, as a condition of allowing such transfer (a) 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 issued in form, substance and scope customary for opinions of counsel in comparable transactions) to the transferring Holder. The acceptance effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws (provided that such opinion shall not be required in connection with any disposition made or to be made in accordance with the provisions of the New Warrant Rule 144 or in connection with transfers by the Holder to its affiliates, and (b) that the transferee thereof shall be deemed an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the acceptance by such transferee of all of Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the rights Securities Act and obligations of a holder of a Warrantexecute an investment letter in form and substance reasonably acceptable to the Company.

Transfer of Warrant. This Warrant and the Warrant Stock issuable upon exercise of this Warrant (a) No Holder mayand the securities issuable, 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 upon conversion of the Warrant Stock) may be transferred, in whole or in part, without restriction, subject to Holder’s delivery of an opinion of counsel that such transfer is in compliance with applicable securities laws; provided, however, that an opinion of counsel shall not be required if the transfer is to an Affiliate of such Holder. (b) Subject Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s appropriate compliance notice of proposed sale. A transfer may be registered with the restrictive legend on Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. After the Company’s receipt of this Warrant and the transfer restrictions set forth hereinAssignment Form so completed and executed, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed will issue and signed, deliver to the Company at its address specified herein. Upon any such registration or transfer, transferee a new Warrant to purchase Common Stock, in substantially the form of this Warrant warrant (any such new Warrant, a “New Warrant”), evidencing representing the portion of this Warrant so transferred transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall be issued concurrently issue and deliver to the transferee and transferring holder a New Warrant evidencing new warrant that entitles the remaining portion transferring holder to purchase the balance of this Warrant not so transferredtransferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof holder shall be deemed for all purposes to have become the acceptance by such transferee of all holder of the rights new warrant issued for the portion of this Warrant so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new warrant representing the portion of this Warrant so transferred. Subject to compliance with the requirements of the first sentence of this Section 2.1, and obligations upon providing Company with written notice, any subsequent Holder of a holder this Warrant or any part hereof may transfer all or part of a Warrantthis Warrant or the shares of Warrant Stock issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Warrant Stock) to any transferee, provided, however, in connection with any such transfer, any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

Transfer of Warrant. (a) No The Holder may, directly or indirectly, agrees that it will not sell, exchangeassign, assign transfer, give away or otherwise transfer all dispose of (any of the foregoing, a “Transfer”) in whole or in part its Warrant or the shares of Common Stock underlying such Warrant (the “Warrant Shares”) to any portion of this Warrant without person, and unless the Holder shall first give CROSS MATCH 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 notice of any such descendant or a lineal descendant intended Transfer and specify in such notice the terms of such proposed Transfer. CROSS MATCH may condition any such spouse and (ii) a Holder that is a Person other than a natural person may transfer all or a portion Transfer on evidence of the Warrant to an Affiliate of such Holder. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant registration provisions of the Securities Act and any applicable state securities laws, or the receipt of an opinion of CROSS MATCH’S counsel that such registration is not required. Any Transfer may be further conditioned upon the delivery to CROSS MATCH of the transferee’s written agreement that it and the transfer restrictions set forth herein, warrant or warrants or Warrant Shares it acquires shall be bound by and entitled to the Company shall register the transfer of any portion provisions of this Warrant Warrant. CROSS MATCH agrees to maintain at its principal offices books for the registration of the Transfer or Transfers of this Warrant, and all rights hereunder shall be registered, in the Warrant Registerwhole or in part, on such books, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common StockCROSS MATCH, in substantially the form together with a written assignment of this Warrant duly executed by the Holder or its duly authorized agent or 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 National Association of Securities Dealers, Inc., and funds sufficient to pay any transfer taxes payable upon such transfer. Upon surrender and, if required, receipt of such payment, CROSS MATCH shall execute and deliver a new Warrant, warrant or warrants in the name of the transferee or transferees and in the denominations specified in the instrument of Transfer (which shall be whole numbers of shares only) and shall issue to the transferor a “New Warrant”), new warrant evidencing the portion of this Warrant not so transferred shall be issued to the transferee assigned, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall promptly be issued to the transferring Holder. 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 of a holder of a Warrantcanceled.

Transfer of Warrant. (a) No As this Warrant is issued in furtherance of the relationship between the Company and the initial Holder, this Warrant may not be transferred to anyone without the prior written approval of the Company, which approval may be withheld for any reason, and subject to Holder mayexecuting the Assignment Form annexed hereto and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery; provided, directly or indirectlyhowever, sell, exchange, assign or otherwise transfer all or that with respect to 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 becomes exercisable pursuant to one or more trusts for the benefit of such HolderSection 1(a), 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 may be transferred to an Affiliate a Permitted Transferee (as defined in the Joint Development Agreement) or to any other transferee (so long as at any given time there are no more than a total of two transferees who are not Permitted Transferees holding any portion of the Warrant that is exercisable). (a) The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register by written notice to the Company requesting such Holderchange. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. (b) Subject The Company may, by written notice to the Holder’s appropriate compliance with , appoint an agent for the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer purpose of any portion of this Warrant in maintaining the Warrant RegisterRegister referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon surrender the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent. (c) On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Form Securities Act of Assignment substantially 1933, as amended (the “Act”) and with the limitations on assignments and transfers contained in the form attached hereto as Attachment B duly completed and signedthis Section 7, to the Company at its address specified herein. Upon any such registration expense shall issue to or transfer, on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. (d) The Holder of this Warrant, by acceptance hereof, acknowledges that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to purchase be issued upon exercise hereof except in compliance with the registration requirements of the Act, subject, nevertheless, to the disposition of the Holder’s property being at all times within its control. (e) This Warrant and all shares of Common Stock, Stock issued upon exercise hereof (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the form of this Warrant (any such new Warrantfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 transferred, if any, shall be issued to the transferring HolderAS AMENDED. 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 of a holder of a WarrantSUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THEREUNDER.

Transfer of Warrant. (a) No Holder maySubject to any restrictions under applicable law arising because of the identity of a particular proposed transferee, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of if this Warrant without is to be transferred, the prior written consent Holder must assign and novate this agreement to the transferee on the same terms and conditions as this Warrant as if the transferee were the original holder hereunder and shall surrender this Warrant to the Company, whereupon, subject to the transferee confirming to the reasonable satisfaction of the Company that the securities are being acquired in a manner that would enable such transferee to make substantially similar warranties to the warranties set forth in Part 3 to Schedule 3 of the Share Subscription Agreement, the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6(d)), registered as the 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 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. If requested by the Company; provided , the Holder shall, in connection with any such transfer, furnish the Company (at the Holder’s expense) with (A) if such transfer is being made to a transferee that is an "accredited investor" (as defined in Regulation D of the US Securities Act of 1933, as amended), a warranty to that effect, and a warranty with respect to such transferee substantially similar to the "investment purpose" warranty set forth in Part 3 to Schedule 3 of the Share Subscription Agreement, or (B) if the conditions set forth in clause (A) above are not satisfied, (i) a Holder an opinion of counsel, reasonably satisfactory to the Company, to the effect that is a natural person may transfer all or a portion of this Warrant to one or more trusts for the benefit such disposition will not require registration of such Holder, such Holder’s spouse, a lineal descendant of such Holder securities under the Securities Act 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 “no action” letter from the Warrant to an Affiliate of such Holder. (b) Subject SEC to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register effect that the transfer of any portion such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto. Without limiting the foregoing, all transfers of this Warrant must be in the Warrant Register, upon surrender of this Warrant, compliance with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrantapplicable securities laws.

Transfer of Warrant. (a) 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 terms and conditions hereof, including the restrictive legend restrictions on transfer set forth in Section 7(c), this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant RegisterHolder, upon surrender of this Warrant, Warrant with the Form of Assignment substantially a properly executed assignment (in the form attached hereto as Attachment B duly completed Exhibit B) at the principal office of the Company. Any transfer or assignment of this Warrant (and signedthe Warrant Shares issuable upon exercise of this Warrant) shall be made only in compliance with all applicable securities laws and, if requested by the Company, following delivery to the Company at its address specified hereinof a legal opinion reasonably satisfactory to the Company confirming such compliance. Upon any such registration or transferIf this Warrant is to be transferred in accordance with the terms hereof, the Holder shall (i) surrender this Warrant to the Company together with all applicable transfer taxes, whereupon the Company will promptly issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(f)), registered as the 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 7(e)) to the Holder representing the right to purchase Common Stockthe number of Warrant Shares not being transferred and (ii) provide advance written notice to the Company of the Warrant being transferred, the name and notice details of the transferee and an instrument duly executed by the transferee whereby such transferee makes the representations set forth in substantially the form Section 19 of this Warrant (any such new and agrees to be bound by all obligations of the Holder under this Warrant, a “New Warrant”), evidencing .Any transfer of the portion Warrant or Warrant Shares which is not made in accordance with the terms of this Warrant so transferred Section 7 shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrantvoid.

Transfer of Warrant. (a) No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion By the acceptance of this Warrant without Warrant, the prior written consent of the Company; provided Holder hereby acknowledges and covenants that (i) a Holder that is a natural person may transfer all or a portion of this Warrant to one or more trusts and any stock purchased pursuant thereto are and will be held 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 investment 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 Holdernot for distribution. (b) The Warrant Shares shall be issued upon exercise of this Warrant only in compliance with the Act and applicable state securities laws. If, at the time of issuance of the Warrant Shares, no registration statement is in effect with respect to such shares under applicable provisions of the Act, the Company may, if reasonably necessary to comply with applicable securities laws, require that the Holder provide the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder of a surrendered Warrant shall bear legends reading substantially as follows: (i) TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY. COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS THEREIN SET FORTH SHALL HAVE BEEN COMPLIED WITH. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS. (iii) Any legends required by the laws of the States of Delaware or California. In addition, so long as the foregoing legends may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions. (c) This Warrant and the Warrant Shares issuable upon exercise of this Warrant may be transferred or assigned in whole or in part (i) if the assignee has agreed in writing for the benefit of the Company to be bound by all of the provisions of this warrant as if such assignee were the original Holder hereof, and (ii) if such transfer is in compliance with applicable federal and state securities laws by the transferor and the assignee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate (as such term is defined under the Act) of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. (d) Subject to the Holder’s appropriate compliance with the restrictive legend on provisions of Section 7(c) above, Holder may transfer all or part of this Warrant or the Warrant Shares issuable upon exercise of this Warrant by delivering an executed copy of the Assignment form attached as Exhibit B hereto and providing the transfer restrictions set Company notice of the portion of the Warrant being transferred setting forth hereinthe name, address and taxpayer identification number of the assignee and surrendering this Warrant to the Company for reissuance to the assignee(s) (and Holder, if applicable). The terms and conditions of this Warrant shall inure to the benefit of, and be binding upon, the Company shall register and the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed holders hereof and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee their respective permitted successors and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrantassigns.

Transfer of Warrant. Subject to the provisions of Section 4 hereof, this Warrant (aor the shares) No may be transferred, in whole or in part, to any person or business entity, by presentation of the Warrant to the Company with written instructions for such transfer; provided however, that if Holder mayelects to transfer this Warrant to any person or entity other than an affiliate of Holder, directly such transfer shall be subject to rights of first refusal in favor of the Company and its shareholders, as more particularly set forth in this Section. Prior to any proposed transfer by Holder of any of the Warrant, Holder shall give the Company written notice (a "Sales Notice") of its intention to transfer. The Sales Notice shall contain all of the transfer terms, including, but not limited to, the name(s) and address(es) of the prospective transferees, the purchase price and the other terms and conditions of payment (or indirectlythe purchase price or basis for determining the same and other terms and conditions), sellthe date on or about the transfer of the Warrant is to occur, exchange, assign or otherwise transfer all or any and the portion of this the Warrant without the prior written consent to be transferred. Within fifteen (15) days after delivery of a Sales Notice to the Company; provided that , the Company shall notify Holder whether it elects to purchase the Warrant. If the Company does not elect to purchase the Warrant, the Company shall promptly send to each of its shareholders of record on such date (i) a Holder that is a natural person may transfer all or a portion copy 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 Sales Notice and (ii) a Holder pro rata allocation of the Warrant that is each such shareholder may purchase. Each shareholder, during the fifteen (15) day period commencing on the day the Company delivers the Sales Notice to such shareholder, shall notify the Company whether it (x) elects to purchase its pro rata allocation of the Warrant and (y) desires to purchase a Person specified number of additional remaining portion of the Warrant, if any, not purchased by other than shareholders). After such fifteen (15) day period, if the Company does not receive any or all notices and/or any shareholder does not elect to purchase its pro rata allocation of the Warrant, then the Company shall promptly notify each shareholder that has indicated a natural person may transfer all or a desire to purchase additional remaining portion of the Warrant, and each such shareholder shall have the obligation to purchase its pro rata allocation of such remaining portion of the Warrant if such shareholders have indicated a desire to an Affiliate purchase in the aggregate of such Holder. (b) Subject remaining portion of the Warrant at least equal to the Holder’s appropriate compliance with total remaining portion of the restrictive legend on this Warrant and the transfer restrictions set forth hereinWarrant. Within ten (10) days after delivery of such notice, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant notify each shareholder obligated to purchase Common Stock, in substantially the form its pro rata allocation of this Warrant (any such new Warrant, 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 the Warrant not so transferred, if any, which it is obligated to purchase. Payment for the Warrant shall be issued to by check, or wire transfer, against delivery of the transferring HolderWarrant. The acceptance Company and each shareholder shall have the right to pay Holder the fair market value (as determined in good faith by the Board of Directors of the New Warrant Company) of any non-cash consideration offered by Holder for the transferee thereof shall be deemed the acceptance by such transferee of all Warrant. To effect a transfer of the rights and obligations of a holder of a Warrant.

Transfer of Warrant. Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (a"Securities Act") No Holder may, directly or indirectly, sell, exchange, assign any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be sold or otherwise transfer all transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any portion applicable Blue Sky Laws. Transfer of the Shares issued upon the exercise of this Warrant without shall be restricted in the prior written consent same manner and to the same extent as the Warrant and the certificates representing such Shares shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the Company; provided that (i) a Holder that is a natural person may transfer all or a portion issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. Subject to one the restrictions set forth above, this Warrant may be transferred, in whole or more trusts for the benefit of such Holderin part, such Holder’s spouseto any person or business entity, 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 by presentation of the Warrant to an Affiliate of the Company (or other applicable optionor) with written instructions for such Holder. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth hereintransfer. Upon such presentation for transfer, the Company (or such other optionor) shall register the transfer of any portion of this promptly execute and deliver a new Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially or Warrants in the form attached hereto as Attachment B duly completed hereof in the name of the assignee or assignees and signed, to in the Company at its address denominations specified herein. Upon any in such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holderinstructions. The acceptance Company (or such other optionor) shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantWarrants under this Section.

Transfer of Warrant. (a) No Holder maySubject to applicable securities and other applicable laws, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion the restriction on Transfer set forth on the first page of this Warrant, and Article 20 of the Articles of Association (Transfer of Shares), this Warrant without and all rights hereunder are transferable, in whole or in part, by the prior written consent Holder in person or by duly authorized attorney upon delivery of documentation evidencing the assignment and assumption of such Warrant or the applicable portion thereof, which documentation shall be in form and substance reasonably acceptable to the Company; provided that the transferee must agree to be bound by all of the provisions of this Warrant as if such transferee were the Holder. Notwithstanding the foregoing, and for so long as such restriction also applies to all of the holders of shares of the Company who are subject to the ROFRA, the Holder shall not be permitted to sell or otherwise Transfer this Warrant (ior any portion thereof) or any of the Exercise Shares to a Governmental Entity (as defined in the Loan Agreement). 6 In the event that this Warrant is transferred by the Holder that is in part, the Company shall, promptly following such Transfer, issue a natural person may transfer all or a new Warrant to the transferee for the applicable portion of Exercise Shares subject to such new Warrant, and shall amend Exhibit A of this Warrant to one or more trusts for reflect the benefit then-remaining number of such Holder, such Holder’s spouse, a lineal descendant of such Exercise Shares purchasable by the Holder or such Holder’s parents, hereunder. In the spouse of any such descendant or a lineal descendant of any such spouse and (ii) a Holder event 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 the restrictive legend on this Warrant and is transferred by the transfer restrictions set forth hereinHolder in its entirety, the Company shall register the transfer of any portion of this Warrant in the Warrant Registershall, upon surrender of this Warrantpromptly following such Transfer, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, issue a new Warrant to purchase Common Stockthe transferee for the entire amount of then-remaining Exercise Shares purchasable under this Warrant, in substantially the form of and this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion with Holder shall immediately terminate and be of this Warrant so transferred shall be issued to the transferee no further force and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warranteffect.

Transfer of Warrant. (a) No This Warrant and all rights hereunder are transferable, in whole or in part, only to the extent that, had the Holder mayexercised this Warrant, directly in whole or indirectlyin part, sell, exchange, assign or otherwise the Holder would be able to transfer all or any portion the Shares received upon exercise of this Warrant without the prior written consent pursuant to Section 2 of the Company; provided Stockholders' Agreement, except 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 Section 2.6 of the Warrant Stockholders' Agreement shall apply to an Affiliate of such Holdertransfer only as provided in paragraph (b) below. (b) Subject to In the Holder’s appropriate compliance with event that the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of Holder transfers any portion of this Warrant, then all other holders of Warrants will be entitled to rights of first refusal and tag-along rights with respect to their Warrants on the same terms as set forth in Section 2.6 of the Stockholders' Agreement, the provisions of which are hereby incorporated into this Warrant, mutatis mutandis. (c) In addition, this Warrant and all rights hereunder are subject to the "Drag-Along" rights set forth in Section 2.7 of the Stockholders' Agreement to the same extent as if the Holder had exercised this Warrant Registerfor Shares, provided that in exercise of the Drag-Along rights the Holder shall be entitled to receive only the amount payable to holders of Shares, less the unpaid Exercise Price. (d) Any transfer permitted by this Section 17 hereof shall take place at the office or agency of the Company by the registered Holder in person or by a duly authorized attorney, upon surrender of this Warrant, Warrant together with the Form of Assignment substantially an assignment hereof in the form of Exhibit B attached hereto properly endorsed. Until transfer hereof on the registration books of the Company, the Company may treat the registered Holder as Attachment B duly completed and signedthe owner hereof for all purposes. Notwithstanding anything contained in this Section 17, this Warrant is transferable only to the Company at its address specified herein. Upon any such registration or transferextent, a new Warrant to purchase Common Stockand only for the pro rata portion, in substantially that the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be note issued to the transferee and a New Warrant evidencing the remaining portion of Holder hereof simultaneously with this Warrant not so is transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Holder mayPursuant to FINRA Rule 5110(g)(1), directly or indirectly, sell, exchange, assign or otherwise transfer all or neither this Warrant nor any portion Warrant Shares issued upon exercise of this Warrant without shall be sold, transferred, assigned, pledged or hypothecated, or be the prior written consent subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Company; provided that securities by any person for a period of six (i6) a Holder that is a natural person may transfer all months immediately following the date of effectiveness or a portion commencement of sales of the offering pursuant to which this Warrant to one or more trusts for the benefit of such Holderis being issued, 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register except the transfer of any portion 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) 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 (iv) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 7(a) for the remainder of the time period. Subject to the foregoing restrictions, if this Warrant in is to be transferred, the Holder shall surrender this Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company, whereupon the Company at its address specified herein. Upon any such registration or transferwill forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the 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 7(d)) to the Holder representing the right to purchase Common Stock, in substantially the form number of this Warrant (any such new Warrant, 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 Shares not so being transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. For a period of 18 months commencing on the Issuance Date (the “Lock-Up Period”), the Holder shall not sell, transfer, pledge, assign or hypothecate this Warrant or any Warrant Shares issued upon exercise of this Warrant to any Person, or enter into any swap, hedging, short sale, derivative, put, or call agreement that transfers, in whole or in part, any economic consequences of ownership of the Warrant or the Warrant Shares; provided, however, that the Warrant or the Warrant Shares issued upon the exercise of this Warrant may be transferred by the Holder (a) No Holder mayto any Affiliate of the Holder, directly (b) to any other Person or indirectly, sell, exchange, assign Persons (x) that are or otherwise become party to the Credit Agreement as a “Lender” thereunder or (y) in connection with a transfer all of Warrant Shares (or any portion of the right to exercise this Warrant in respect thereof) representing at least 50.1% of the Warrant Shares for which this Warrant is exercisable as of the Issuance Date (any such Person in the foregoing clauses (a) and (b), a “Permitted Transferee”); provided that any such Permitted Transferee enters into an equivalent lock-up agreement, pursuant to which such Permitted Transferee agrees to be bound by the terms and conditions set forth herein, including the Lock-Up Period, or (c) in connection with the Company’s completion of a liquidation, merger, share exchange or other similar transaction, with the consent of the Board, which results in all of the stockholders having the right to exchange their shares for cash, securities or other property. Upon the expiration of the Lock-Up Period, subject to compliance with applicable federal and state securities laws and Section 8 hereof, this Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Holder mayThe Company agrees to maintain at the Warrant Agency books for the registration of transfers of the Warrants, directly or indirectly, sell, exchange, assign or otherwise and transfer all or any portion of this Warrant without and all rights hereunder shall be registered, in whole or in part, on such books, upon surrender of this Warrant at the prior Warrant Agency, together with a written consent assignment of this Warrant, substantially in the Companyform attached hereto, duly executed by the Holder or his duly authorized agent or attorney, 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 and other charges payable upon such transfer; provided that (i) no such signature guarantee shall be necessary if the Holder is the Institutional Trustee. Upon surrender the Company shall execute and deliver a Holder that is a natural person may transfer all new Warrant or a portion Warrants in the name of the assignee or assignees and in the denominations specified in the instrument of assignment, and this Warrant shall promptly be canceled. Prior to one or more trusts for such time as the benefit of such Holder, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parentsWarrants have been registered pursuant to an effective registration statement under the Securities Act, the spouse Warrant Agency shall not be required to register any transfers if the Holder fails to furnish to the Company, after a request therefor, an opinion of any counsel reasonably satisfactory to the Company that such descendant or a lineal descendant of any such spouse and (ii) a Holder that transfer is a Person other than a natural person may transfer all or a portion exempt from the registration requirements of the Warrant to an Affiliate of such HolderSecurities Act. (b) Subject This Warrant has been issued in connection with the issuance of the Notes and is attached to Notes in an aggregate principal amount equal to the Holder’s appropriate product of (i) $1,000 times (ii) the Warrant Number shown on the first page hereof. This Warrant may not be transferred separately from the Notes to which it was attached at the time of issuance, or otherwise detached from such Notes, and any such transfer or other purported detachment of this Warrant from such Notes, including, without limitation, by means of sale, transfer or assignment separate from such Notes, shall be void ab initio and shall not be recognized by any Person for any purpose. Prior to the registration of this Warrant under the Securities Act, the Holder may not sell, transfer, pledge, assign or otherwise alienate this Warrant or any interest herein other than transfers in respect of a Warrant Number equal to or greater than 1,000 (i) to a QIB in a transaction exempt from registration under the Securities Act pursuant to Rule 144A; (ii) in an "offshore transaction" in compliance with Rule 904 of Regulation S; (iii) in a transaction exempt from registration under the restrictive legend on Securities Act under Rule 144 or (iv) to an Institutional Accredited Investor in a transaction exempt from registration under the Securities Act, provided that, in the case of a transfer pursuant to this Warrant and the transfer restrictions set forth hereinclause (iv), the Company shall register have received prior to any such transfer an opinion of counsel in form and substance reasonably satisfactory to the transfer of any portion Company regarding such exemption. If the Holder of this Warrant in is the Warrant RegisterInstitutional Trustee, upon surrender then, for purposes of this Warrantthe preceding sentence, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form Holders of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed to be the acceptance by such transferee of all Holders of the rights and obligations Preferred Securities to the extent of a holder of a Warranttheir respective indirect beneficial interests herein.

Transfer of Warrant. (a) No Holder may, directly or indirectly, sell, exchange, assign or otherwise Subject to the transfer all or any portion conditions referred to in the legend endorsed hereon and the provisions of this Section 9, this Warrant and all rights hereunder may be transferred or assigned in whole or in part by the Holder at any time without the prior written consent of the Company; , provided that (i) a Holder that such transfer is a natural person may transfer all or a portion in compliance with applicable federal and state securities laws by the transferor. Any transferee of this Warrant or any portion hereof, by their acceptance of this Warrant, is deemed to one or more trusts for agree to be bound by the benefit terms and conditions of such this Warrant, including, without limitation, the representations and warranties of the Holder in Section 5. The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that any such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parentstransferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the spouse Company shall also not require an opinion of any such descendant or a lineal descendant counsel if there is no material question as to the availability of any such spouse and (ii) a Holder that is a Person other than a natural person may transfer all or a portion of Rule 144 promulgated under the Warrant to an Affiliate of such HolderAct. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant provisions of Section 9(a) and the transfer restrictions set forth herein, upon providing the Company shall register the with written notice, Holder may transfer of any portion all or part of this Warrant in or the Warrant RegisterShares to any transferee, upon surrender of this Warrantprovided, however, in connection with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signedany such transfer, to Holder will give the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form notice of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so and/or Warrant Shares being transferred shall be issued to with the name and address of the transferee and a New Warrant evidencing the remaining portion of ▇▇▇▇▇▇ will surrender this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of Company for reissuance to the New Warrant by transferee(s) (and Holder if applicable); provided, further, that the transferee thereof shall be deemed execute a counterpart signature page hereto as the acceptance by Holder, and such transferee of shall thereby be bound by, and subject to, all of the rights terms and obligations conditions of a holder of a this Warrant. (c) To the extent certificated, each certificate representing the Warrant Shares shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE SECOND AMENDED AND RESTATED BY LAWS OF DANIMER SCIENTIFIC, INC. (THE “COMPANY”), DATED AS OF JANUARY 28, 2022, AS THEY MAY BE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER, NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.” To the extent certificated, the first legend above shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as the Warrant Shares become eligible for resale pursuant to Rule 144(b)(1)(i) under the Act.

Transfer of Warrant. (a) Subject to compliance with any applicable federal and state securities laws and the conditions set forth in Sections 4(b) below, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder at any time after the First Exercise Date. No transfer of this Warrant shall be permitted on or before the First Exercise Date. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, together with the Assignment Form, attached hereto as Exhibit B duly executed, the Transferor Representation Letter (as defined below) duly executed, the Transferee Representation Letter (as defined below) duly executed and funds sufficient to pay any transfer tax, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in the Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned. Thereafter, 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 mayhereof. Notwithstanding the foregoing, directly or indirectlythe Company shall not be required to issue a Warrant covering less than 1,000 shares of Common Stock. (b) Notwithstanding anything to the contrary set forth herein, sell, exchange, assign or otherwise no transfer of all or any portion of this Warrant without the prior written consent of shall be made except for transfers to the Company; provided that (i) a , unless the 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed proposed transferee each truthfully certify and signed, provide to the Company at its address specified herein. Upon any a written representation letter (the “ Transferor Representation Letter” and the “Transferee Representation Letter”, respectively) that such registration or transfer, transfer is to a new Warrant to purchase Common Stock, in substantially person that is an “accredited investor” within the form meaning of this Warrant (any such new Warrant, a “New Warrant”), evidencing Regulation D under 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a WarrantSecurities Act.

Transfer of Warrant. (a) No Holder mayTransferability. Until the effectiveness date of the Shelf Registration Statement, directly or indirectlyto be filed with the SEC, sellin connection with the Registration Rights Agreement entered into by and between Real Estate Strategies L.P., exchangeIRSA Inversiones y Representaciones Sociedad Anónima, assign or otherwise transfer all or and Supertel Hospitality, Inc., dated as of January 31, 2012, and subject to compliance with any portion of applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, to Holder’s Affiliates or, with the prior written consent of a majority of the Company; provided that directors of the Board of Directors who are not designee directors of Real Estate Strategies L.P. or its affiliates pursuant to the Directors Designation Agreement dated January 31, 2012, to a non-affiliate (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“Permitted Transferees”), such Holder’s spouseapproval shall not be unreasonably withheld by such Directors (if approval is withheld, 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 reasons for withholding approval shall be presented in writing to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the ). Such transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, will be accomplished upon surrender of this WarrantWarrant at the principal office of the Company or its designated agent, together with the Form a written assignment of Assignment this Warrant substantially in the form attached hereto as Attachment B duly completed executed by the Holder or its agent or attorney and signedfunds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, to if required, such payment, the Company at its address specified herein. Upon any such registration or transfer, 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 purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred shall be issued to the transferee assigned, and a New Warrant evidencing the remaining portion of this Warrant not so transferredshall promptly be cancelled. The Warrant, if anyproperly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Once the Warrants have been registered, such Board consent shall no longer be issued to the transferring Holder. 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 of a holder of a Warrantrequired.

Transfer of Warrant. (a) No Holder mayPursuant to FINRA Rule 5110(g)(1), directly or indirectly, sell, exchange, assign or otherwise transfer all or neither this Warrant nor any portion Warrant Shares issued upon exercise of this Warrant without shall be sold, transferred, assigned, pledged or hypothecated, or be the prior written consent subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Company; provided that (i) securities by any person for a Holder that is a natural person may transfer all period of 180 days immediately following the date of effectiveness or a portion commencement of sales of the offering pursuant to which this Warrant to one or more trusts for the benefit of such Holderis being issued, 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register except the transfer of any portion 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 the foregoing restriction, compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder are transferable, in the Warrant Registerwhole or in part, upon surrender of this WarrantWarrant at the principal office of the Company or its designated agent, together with the Form a written assignment of Assignment this Warrant substantially in the form attached hereto as Attachment B duly completed executed by the Holder or its agent or attorney and signedfunds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, to if required, such payment, the Company at its address specified herein. Upon any such registration or transfer, 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 purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred shall be issued to the transferee assigned, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall promptly be issued to the transferring Holdercancelled. The acceptance of the New new Warrant by the transferee thereof shall be deemed to be 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. 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 Warrantnew Warrant issued.

Transfer of Warrant. (a) No Holder mayNeither this Warrant nor any Warrant Shares may be transferred or assigned in whole or in part (i) without compliance with 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 Company, directly and to the extent reasonably requested by the Company in order to comply with applicable federal and state securities laws), (ii) in connection with any margin account or indirectlyother loan or financing arrangement secured by this Warrant or the Warrant Shares, sell, exchange, assign or otherwise transfer all or any portion other option agreement, put or call, guarantee of this Warrant loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities of the Company or any Subsidiary of the Company. Notwithstanding the foregoing, 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 Holder shall not transfer or assign this Warrant, in whole or in part, to any Person or any Affiliate 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 Holderset forth on Exhibit B hereto. (b) Subject to the Holder’s appropriate compliance with provisions of Section 6(a) above, the restrictive legend on Holder may transfer all or part of this Warrant or the Warrant Shares by giving the Company a written notice of the portion of the Warrant or the shares of Warrant Shares being transferred, such notice setting forth the name, address and taxpayer identification number of the transfer restrictions set forth hereintransferee, and surrendering this Warrant or the stock certificates or book-entry entitlements representing shares of Warrant Shares, as applicable, to the Company for reissuance to the transferee(s) (and to the Holder for any remaining portion of the Warrant or shares of Warrant Shares, if applicable). Upon such compliance, surrender and delivery, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed execute and signed, to the Company at its address specified herein. Upon any such registration or transfer, deliver a new Warrant or Warrants in the name of the transferee(s) and in the denominations specified in such written notice, and shall issue to purchase Common Stock, in substantially the form of this transferor a new Warrant (any such new Warrant, 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 transferredWarrant, if any, not so transferred and this Warrant shall promptly be issued to the transferring Holder. 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 of a holder of a Warrantcancelled.

Transfer of Warrant. (a) No Holder mayThis Warrant and the Warrant Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act of 1933, directly as amended (the “Act”) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without “blue sky” laws. Without limiting the prior written consent generality of the Company; provided that foregoing, except in connection with a bona fide pledge or transfer to an affiliate of Holder, (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 and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company (which may be ▇▇▇▇▇ ▇▇▇▇▇), in a form generally acceptable to the Company, to the effect that the Warrant or the Warrant Shares, as applicable, to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an Affiliate of exemption from such Holderregistration, or (C) the Warrant or the Warrant Shares, as applicable, can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the Act, as applicable. (b) Subject So long as is required by this Section 6.1, the certificates or other instruments representing the Warrant shall bear any legends as required by applicable state securities or “blue sky” laws, in addition to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, on the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender front page of this Warrant. The parties acknowledge and agree that the Warrant Shares will be issued without any restrictive legends. (c) If this Warrant is to be transferred, in accordance with this Section 6.1, the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, Holder shall surrender this Warrant to the Company, whereupon the Company at its address specified herein. Upon any such registration or transferwill forthwith issue and deliver upon the order of the Holder a new Warrant, registered as the Holder may request, representing the right to purchase the number of Warrant Shares 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 to the Holder representing the right to purchase Common Stock, in substantially the form number of this Warrant (any such new Warrant, 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 Shares not so being transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Holder maySubject to the provisions of the ------------------- Subscription Agreement, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without and all rights hereunder are transferable. Such transfer may be made, in whole or in part, only upon the prior written consent of the Company; provided that (i) a Holder that is a natural , which consent shall not be unreasonably withheld, by the holder hereof in 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Registerby duly authorized attorney, upon surrender of this Warrant properly endorsed; provided, however, that any transferee of this Warrant or any part hereof, shall agree in writing in advance with the Company to be bound by and comply with all applicable provisions of the Subscription Agreement. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed, in blank, and accompanied by the form of Assignment attached hereto, shall be deemed negotiable, and when so endorsed the holder hereof may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered holder hereof as the owner hereof for all purposes. In no event will the Subscriber make a disposition of any of its rights to acquire Warrant Stock or Warrant Stock issuable upon exercise of such rights unless and until (i) it shall have notified the Company of the proposed disposition and obtained the Company's prior consent in accordance with the Form terms above, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of Assignment substantially in counsel (which counsel may be either inside or outside counsel to the form attached hereto as Attachment B duly completed and signed, Subscriber) satisfactory to the Company at and its address specified hereincounsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Upon Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Warrant Stock or Warrant Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or transfer(2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred letter shall be have been issued to the transferee Subscriber at its request by the staff of the Securities and Exchange Commission or a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, ruling shall be have been issued to the transferring Holder. The acceptance of the New Warrant Subscriber at its request by the transferee thereof such Commission stating that no action shall be deemed the acceptance recommended by such transferee of all of staff or taken by such Commission, as the rights case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and obligations of a such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Subscriber or holder of a Warrantshare of Warrant Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more certificates for the Warrant or for such shares of Warrant Stock not bearing any restrictive legend.

Transfer of Warrant. Pursuant to Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (a) No Holder may“FINRA”), directly or indirectly, sell, exchange, assign or otherwise transfer all or neither this Warrant nor any portion Warrant Shares issued upon exercise of this Warrant without shall be sold, transferred, assigned, pledged or hypothecated, or be the prior written consent subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Warrant or Warrant Shares by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the Offering (the “Lock-up Period”), except the transfer of any Warrant or Warrant Shares: (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 Warrant or Warrant Shares so transferred remain subject to the lock-up restriction in this Section 7(a) for the remainder of the Lock-up 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 in the Offering; (iv) that are 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 (iv) a issued upon the exercise or conversion of any security, if any Warrant or Warrant Shares received remain subject to the lock-up restriction in this Section 7(a) for the remainder of the Lock-up Period. Subject to the foregoing restriction, if this Warrant is to be transferred, the Holder that is a natural person may transfer all or a portion of shall surrender this Warrant to one or more trusts for the benefit of such HolderCompany, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, whereupon the spouse of any such descendant or a lineal descendant of any such spouse Company will forthwith issue and (ii) a Holder that is a Person other than a natural person may transfer all or a portion deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to an Affiliate purchase the number of such Holder. (b) Subject to Warrant Shares being transferred by the Holder’s appropriate compliance with Holder and, if less than the restrictive legend on total number of Warrant Shares then underlying this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transferis being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase Common Stock, in substantially the form number of this Warrant (any such new Warrant, 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 Shares not so being transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. Subject to any restrictions under applicable law (aincluding, for the avoidance of doubt, the ASX Listing Rules and the Corporations Act) No Holder mayarising because of the identity of a particular proposed transferee, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of if this Warrant without is to be transferred, the prior written consent Holder must assign and novate this agreement to the transferee on the same terms and conditions as this Warrant as if the transferee were the original holder hereunder and shall surrender this Warrant to the Company, whereupon, subject to the transferee confirming to the reasonable satisfaction of the Company that the securities are being acquired in a manner that would enable such transferee to make substantially similar warranties to the warranties set forth in the Subscription Agreement and otherwise be able to make and give the warranties and acknowledgements set out in the Exercise Notice, the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6(d)), registered as the 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 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. If requested by the Company; provided , the Holder shall, in connection with any such transfer, furnish the Company (at the Holder’s expense) with (A) if such transfer is being made to a transferee that is an "accredited investor" (as defined in Regulation D of the U.S. Securities Act of 1933, as amended), a warranty to that effect, and a warranty with respect to such transferee substantially similar to the "investment purpose" warranty set forth in the Subscription Agreement, or (B) if the conditions set forth in clause (A) above are not satisfied, (i) a Holder an opinion of counsel, reasonably satisfactory to the Company, to the effect that is a natural person may transfer all or a portion of this Warrant to one or more trusts for the benefit such disposition will not require registration of such Holder, such Holder’s spouse, a lineal descendant of such Holder securities under the Securities Act 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 “no action” letter from the Warrant to an Affiliate of such Holder. Securities and Exchange Commission (bthe “SEC”) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register effect that the transfer of any portion such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto. Without limiting the foregoing, all transfers of this Warrant must be in compliance with all applicable securities laws and must be to persons who are able to make and give the warranties and acknowledgements set out in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a WarrantExercise Notice.

Transfer of Warrant. (a) No The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all and its transferees. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant without for all purposes, notwithstanding any notice to 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 Holdercontrary. (b) Subject The Company may, by written notice to the Holder’s appropriate compliance with , appoint an agent for the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer purpose of any portion of this Warrant in maintaining the Warrant RegisterRegister referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon surrender the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent. (c) This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters in form and substance substantially similar to that set forth in Section 7(e) below, and, if this Warrant is sold, transferred, pledged or hypothecated in whole or in part, the delivery of legal opinions reasonably satisfactory to the Company and its counsel, if such are reasonably requested by the Company; provided, however, that the Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents in reasonable detail that it has complied with Rule 144(d) and (e), and the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale.). Subject to the provisions of this Warrant with respect to compliance with the Form Securities Act of Assignment 1933, as amended (the "Act"), title to this Warrant may be transferred by endorsement (by Holder executing an assignment form substantially in similar to the form attached hereto as Attachment B duly completed Exhibit "B" (the "Assignment Form")) and signeddelivery in the same manner as a negotiable instrument transferable by endorsement and delivery. (d) On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers and contained in this Section 7, the Company at its address specified hereinexpense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. (e) Compliance with securities laws; Holder representations: (i) The Holder of this Warrant, by acceptance hereof, acknowledges that, except for transfers to affiliates of Holder, this Warrant and the shares of Common Stock to be issued upon exercise hereof, if the issuance or resale thereof is unregistered under the Act, are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment. Upon any exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in form and substance substantially similar to that set forth in this Section 7(e), that Holder has such registration investment intent as is required under the Act. (ii) The Holder represents and warrants that (i) it is an "accredited investor" within the meaning of Rule 501 promulgated under the Act, and (ii) that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Warrant and the shares of Common Stock to be issued upon the exercise of the Warrant and has the ability to bear the economic risks of its investment in the Warrant and the shares of Common Stock to be issued upon the exercise of the Warrant. (iii) This Warrant and all shares of Common Stock issued upon exercise hereof that are not registered under the Act shall be stamped or transfer, imprinted with a new Warrant to purchase Common Stock, legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT (INCLUDING WITHOUT LIMITATION RULE 144 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (iv) Upon receipt by Holder of the executed Warrant, Holder will transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant to Silicon Valley Bancshares, Holder's parent company, subject to the provisions of this Section 7. In addition, subject to the provisions of this Section 7, Holder or Silicon Valley Bancshares (if applicable) may transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant to The Silicon Valley Bank Foundation, or to any such new Warrantaffiliate of Holder, a “New Warrant”)or to any other transferee, evidencing by giving the Company notice of the portion of this the Warrant so being transferred shall be issued to with the name, address and taxpayer identification number of the transferee and a New Warrant evidencing the remaining portion of surrendering this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of Company for reissuance to the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights transferee(s) (and obligations of a holder of a WarrantHolder if applicable).

Transfer of Warrant. (a) No Holder may, directly or indirectly, sell, exchange, shall not assign or otherwise transfer all this Warrant or any portion of this Warrant its rights hereunder without the prior written consent of the Company; provided , which consent shall not be unreasonably withheld, conditioned or delayed, except that (i) a Holder that is a natural person may shall have the right to assign or transfer all or a portion of this Warrant and all rights hereunder, in whole or in part, to (a) any affiliate of Holder, (b) any employee of any affiliate of Holder, (c) any limited partner or other member of any affiliate of Holder one or more trusts immediately family members of Holder or any trust for the benefit of such Holder, such or (d) one or more immediate family members of 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 the restrictive legend on foregoing, this Warrant and all rights hereunder are transferable, in whole or in part, at the transfer restrictions set forth herein, office or agency of the Company shall register the transfer of any portion of this Warrant by Holder in the Warrant Registerperson or by duly authorized attorney, upon surrender of this Warrant, together with the Form of Assignment substantially in the assignment form attached hereto as Attachment Exhibit B duly completed and signed, executed. Subject to the foregoing, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company at its address specified hereinby Holder in person or by duly authorized attorney, upon surrender of this Warrant, together with the assignment form attached hereto as Exhibit B duly completed and executed. Upon any such registration or permitted transfer, the Company shall execute and deliver to the persons entitled thereto a new Warrant or Warrants of like tenor and representing the right to purchase Common Stockpurchase, in substantially the form aggregate, the same number of Warrant Shares as this Warrant (then entitles Holder to purchase. The term “Warrant” as used herein includes any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be or Warrants issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed Company to any such transferee(s).“Affiliate” has the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantmeaning set forth in Rule 12b-2.

Transfer of Warrant. (a) No Holder maySubject to applicable laws and compliance with Section 4.3, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without and all rights hereunder are transferable, by the prior written consent Holder in person or by duly authorized attorney, upon delivery 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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinform of assignment attached hereto to any transferee designated by Holder. 8.1 Upon such surrender and, if required, such payment, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed execute and signed, to the Company at its address specified herein. Upon any such registration or transfer, deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred assigned, and this Warrant shall promptly be issued to cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the transferee and purchase of shares of Common Stock without having a New new Warrant evidencing issued. 8.2 If, at the remaining portion time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not so transferredbe registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, if anythe Company may require, as a condition of allowing such 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 issued in form, substance and scope customary for opinions of counsel in comparable transactions) to the transferring Holder. The acceptance of effect that such transfer may be made without registration under the New Warrant by 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 and (iii) that the transferee thereof shall be deemed an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the acceptance by such transferee of all of Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the rights and obligations of a holder of a WarrantSecurities Act.

Transfer of Warrant. (a) 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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinherein and in the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, and the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein and (ii) delivery to the Company, at its address specified herein, an investment letter and accredited investor and Securities Act Rule 506(d) “bad actor” questionnaires, in form and substance reasonably satisfactory to the Company, each signed by the transferee. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 the Holder delivers Form of Assignment to the Company assigning this Warrant full. 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 of a holder of a Warrant; provided, however, the failure of the Company to deliver a New Warrant shall not preclude the transferee from exercising its rights for the purchase of Warrant shares so transferred in accordance with this Section 5. (b) Notwithstanding the foregoing, the Holder agrees not to sell, assign, transfer, pledge or otherwise transfer this Warrant, or any beneficial interest therein, to any person (other than the Company) unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that (i) the proposed transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act and (ii) neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company. The Holder will promptly notify the Company in writing if the Holder or, to the Holder’s knowledge, any person specified in Rule 506(d)(1) under the Securities Act becomes subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act.

Transfer of Warrant. (a) No Holder mayThis Warrant and the Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, directly or indirectlyas amended (the “Act”), sell, exchange, assign or otherwise (ii) such transfer all or any portion of this Warrant without is exempt from the prior written consent registration requirements of the Act or (iii) the Company shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company; provided , to the effect that such registration or exemption is not required. If the Holder relies on (ii) above, and if it is reasonable under the circumstances, the Company may require an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Holder that which is an entity to a wholly-owned subsidiary of such entity, a transfer by a Holder which is a natural person may transfer all partnership to a partner of such partnership or a portion of this Warrant to one or more trusts for the benefit retired partner of such Holder, such Holder’s spouse, a lineal descendant of such Holder partnership or such Holder’s parents, to the spouse estate of any such descendant partner or retired partner, or a lineal descendant transfer by a Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such spouse and member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 11, (ii) a Holder that is a Person other than a natural person may transfer all or a portion to an affiliate of the Warrant Holder which is also an accredited investor as defined under Rule 501 of the Act, provided that the transferee agrees in writing to an Affiliate be subject to the terms of such Holderthis Section 11 or (iii) a transfer made in accordance with Rule 144 under the Act. (b) Each certificate representing Shares shall bear a legend substantially in the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated except pursuant to (i) registration in compliance with such Act, (ii) an exemption from such Act or (iii) an opinion of counsel reasonably satisfactory to the Company to the effect that such registration or exemption is not required.” and any other legends required by law. The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. (c) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the Holder’s appropriate compliance with the restrictive legend on provisions of this Section 11, this Warrant and the transfer restrictions set forth hereinall rights hereunder are transferable, the Company shall register the transfer of any portion of this Warrant in the Warrant Registerwhole or in part, upon surrender of this Warrant, Warrant with the a properly executed Assignment Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to at the principal office of the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferredor, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant another office or agency has been designated by the transferee thereof shall be deemed the acceptance by Company for such transferee of all of the rights and obligations of a holder of a Warrantpurpose, then at such other office or agency).

Transfer of Warrant. a. This Warrant and the Warrant Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act of 1933, as amended (athe “Act”) No Holder may, directly and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without “blue sky” laws. Without limiting the prior written consent generality of the Company; provided that foregoing, except in connection with a bona fide pledge or transfer to an affiliate of Holder, (i) the Warrant and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company (which may be ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Scripps LLP (“▇▇▇▇ ▇▇▇▇▇▇▇”)), in a form generally acceptable to the Company, to the effect that the Warrant or the Warrant Shares, as applicable, to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (C) the Warrant or the Warrant Shares, as applicable, can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the Act, as applicable. b. So long as is required by this Section 6.1, the certificates or other instruments representing the Warrant shall bear any legends as required by applicable state securities or “blue sky” laws, in addition to the restrictive legend set forth on the front page of this Warrant. The parties acknowledge and agree that the Warrant Shares will be issued without any restrictive legends. c. If this Warrant is to be transferred, in accordance with this Section 6.1, the Holder that is a natural person may transfer all or a portion of shall surrender this Warrant to one or more trusts for the benefit of such HolderCompany, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, whereupon the spouse of any such descendant or a lineal descendant of any such spouse Company will forthwith issue and (ii) a Holder that is a Person other than a natural person may transfer all or a portion deliver upon the order of the Holder a new Warrant, registered as the Holder may request, representing the right to purchase the number of Warrant to an Affiliate Shares being transferred by the Holder and, if less then the total number of such Holder. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on Warrant Shares then underlying this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transferis being transferred, a new Warrant to the Holder representing the right to purchase Common Stock, in substantially the form number of this Warrant (any such new Warrant, 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 Shares not so being transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) 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 the restrictive legend on terms and conditions of this Section 10, this Warrant and all rights hereunder are transferable, in whole, without charge to the holder hereof (except for transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Registertaxes), upon surrender of this WarrantWarrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if requested by the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signedCompany, to the Company at its address specified herein. Upon any effect that such offer, sale or other disposition may be effected without registration or transfer, a new Warrant to purchase Common Stock, qualification (under the Act as then in substantially the form effect or any federal or state securities law then in effect) of this Warrant (or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such new Warrantlaw. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, a “New Warrant”)if so requested, evidencing the portion Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant so transferred shall be issued or such Shares, all in accordance with the terms of the notice delivered to the transferee and Company. If a New Warrant evidencing determination has been made pursuant to this Section 10 that the remaining portion opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant not so transferred, if any, or the Shares transferred in accordance with this Section 10 shall be issued bear a legend as to the transferring Holderapplicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required in order to ensure compliance with such laws. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by Company may issue stop transfer instructions to its transfer agent in connection with such transferee of all of the rights and obligations of a holder of a Warrantrestrictions.

Transfer of Warrant. (a) No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer Subject to compliance with all or any portion of this Warrant without applicable securities laws and the prior written consent of conditions set forth in Section 3(b) hereof and to 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 provisions set forth in Section 4 of the Warrant to an Affiliate of such Holder. (b) Subject to Exchange Agreement, dated October 17, 2024, by and between the Holder’s appropriate compliance with the restrictive legend on this Warrant Company and the transfer restrictions set forth hereinHolder (the “Exchange Agreement”), the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified hereinpayment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, Shares in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), ) evidencing the portion of this Warrant so transferred shall be issued to the transferee transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver any New Warrant under this Section 3(a). Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary. (b) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, (i) such transfer is not registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) the transferee of this Warrant is not eligible to immediately resell the Warrant Shares underlying the portion of this Warrant being transferred without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a holder condition of a allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 6 of the Exchange Agreement.

Transfer of Warrant. (a) No Holder mayHolder, directly by its acceptance hereof, represents that this Warrant is being acquired for its own account, as an investment and not with a view towards the further resale or indirectlythe distribution thereof in violation of the Securities Act, selland agrees that this Warrant may not be transferred, exchangesold, assign assigned, hypothecated or otherwise transfer disposed of, in whole or in part, except as provided in this Section 7. (b) Except for transfers not involving a change in beneficial ownership, Holder may not and agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of this Warrant without the prior written consent of the Company; provided that or any beneficial interest herein, unless and until: (i) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Holder has given prior notice to the Company of Holder’s intention to make such disposition, shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, shall have furnished the Company, at Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that is a natural person may transfer all or a portion such disposition will not require registration of this Warrant to one or more trusts for the benefit of such HolderSecurities, such Holder’s spouseas applicable, a lineal descendant of such Holder or such Holder’s parents, under 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 HolderSecurities Act. (bc) Subject to the Holder’s appropriate compliance with the restrictive legend on terms and conditions of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Holder hereof (except for transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Registertaxes), upon surrender of this WarrantWarrant properly endorsed or accompanied by written instructions of transfer. The Warrant transferred in accordance with this Section 7 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, with the Form of Assignment substantially unless in the form attached hereto as Attachment B duly completed and signedaforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Notwithstanding anything in this Warrant to the Company at its address specified herein. Upon any such registration or transfercontrary, a new Holder may not transfer this Warrant to purchase Common Stock, any third party that is not an “accredited investor” as that term is defined in substantially Regulation D promulgated under the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a WarrantSecurities Act.

Transfer of Warrant. As this warrant is issued in furtherance of the ------------------- relationship between the Company and the initial Holder, this warrant may not be transferred without the written approval of the Company, which consent may be withheld for any reason. (a) No The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all Holders. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant without for all purposes, notwithstanding any notice to 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 Holdercontrary. (b) Subject The Company may, by written notice to the Holder’s appropriate compliance with , appoint an agent for the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer purpose of any portion of this Warrant in maintaining the Warrant RegisterRegister referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon surrender the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent. (c) This Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act"), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form of Assignment substantially annexed hereto) and delivery in the form attached hereto same manner as Attachment B duly completed a negotiable instrument transferable by endorsement and signeddelivery. (d) On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers contained in this Section 7, the Company at its address specified herein. Upon any such registration expense shall issue to or transfer, on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. (e) The Holder of this Warrant, by acceptance hereof, acknowledges that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to purchase be issued upon exercise hereof except in compliance with the registration requirements of the Act, subject, nevertheless, to the disposition of the Holder's property being at all times within its control. (f) This Warrant and all shares of Common Stock, Stock issued upon exercise hereof (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the form of this Warrant (any such new Warrantfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 transferred, if any, shall be issued to the transferring HolderAS AMENDED. 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 of a holder of a WarrantSUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THEREUNDER.

Transfer of Warrant. (a) No Holder mayThis Warrant may not be assigned, directly or indirectlysold, sell, exchange, assign pledged or otherwise transfer all or any portion of this Warrant transferred by Holder without the prior written consent of the Company, not to be unreasonably withheld, provided, however, that the Holder may, upon written notice to the Company and without the consent of the Company: (i) assign or otherwise transfer this Warrant to its successor (by merger, consolidation or otherwise) or to a purchaser of all or substantially all of its assets; (ii) assign or otherwise transfer this Warrant to any parent or Subsidiary of Holder, or prior to any Spin-Out Event (as defined below), eBay, PayPal or any parent or Subsidiary of eBay or PayPal (each, a “Related Entity”); provided that any such transferee pursuant to this clause (ii) shall agree to transfer or assign this Warrant to a Related Entity prior to any event occurring prior to a Spin-Out Event that would cause it to no longer be a Related Entity; or (iii) assign or otherwise transfer its right to acquire (A) the Tranche A Shares issuable pursuant to this Warrant to PayPal or any parent or Subsidiary of PayPal; and (B) the Tranche B shares issuable pursuant to this Warrant to eBay or any parent or Subsidiary of eBay, in each case upon a Spin-Out Event (as defined below) (each of (i), (ii) and (iii), an “Exempt Warrant Transfer”). Any transfers of this Warrant and the Shares issued upon exercise hereof shall be made in compliance with applicable securities laws and, if requested by the Company, the Holder shall provide, at the Holder’s expense, either (i) a Holder written opinion addressed to the Company of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company, to the effect that is a natural person the proposed transfer of the securities may transfer all be effected without registration under the Securities Act, 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 “no action” letter from the Securities and Exchange Commission (the “Commission”) to the effect that is the transfer of such securities without registration will not result in a Person other than a natural person may transfer all or a portion recommendation by the staff of the Warrant Commission that action be taken with respect thereto, whereupon the Holder shall be entitled to an Affiliate transfer such securities in accordance with the terms of such Holder. (b) Subject the notice delivered by the holder to the Holder’s appropriate compliance with Company. Notwithstanding anything to the restrictive legend on this Warrant and the transfer restrictions contrary set forth herein, no opinion of counsel or no-action letter from the Company Commission shall register the be required with respect to any transfer of any portion of this Warrant in the Warrant Register, or any Shares issued upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form exercise of this Warrant by the Holder if (any i) there is then in effect a registration statement under the Securities Act covering such new Warrant, proposed disposition and such disposition is made in accordance with such registration statement; (ii) such disposition is in compliance with Rule 144 promulgated under the Securities Act (so long as the Company is furnished with satisfactory evidence of compliance with such Rule); or (ii) if such transfer is to a “New Warrant”), evidencing party to whom this Warrant may be transferred pursuant to an Exempt Warrant Transfer. Any transferee will agree to be bound by the portion terms of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of consistent with the rights and obligations of the Holder hereunder, including, without limitation, the repurchase rights set forth in Section 9 of this Warrant. Notwithstanding the above, Holder shall transfer and assign its rights to acquire the Tranche A Shares issuable pursuant to this Warrant to PayPal (or a holder Subsidiary or parent of PayPal) and transfer and assign its rights to acquire the Tranche B Shares issuable pursuant to this Warrant to eBay (or a WarrantSubsidiary or parent of eBay) in the event that (i) PayPal ceases to be a direct or indirect Subsidiary of eBay (a “Spin-Out Event”) and (ii) the Master Services Agreement is effective at the time of such Spin-Out Event. In the event of the transfer of such rights in connection with a Spin-Out Event, the Company agrees to issue new Warrants to each of the Holder and the entity to whom such rights were assigned in such Spin-Out Event to appropriately reflect the rights, restrictions and obligations of the Holder and such entity following such transfer.

Transfer of Warrant. (a) 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) 9.1 Subject to the Holder’s appropriate compliance with the restrictive legend on any applicable securities laws, this Warrant and the transfer restrictions set forth hereinall rights hereunder are transferable, the Company shall register the transfer of any portion of this Warrant in the Warrant Registerwhole or in part, upon surrender of this WarrantWarrant at the principal office of the Company, together with the Form a written assignment of Assignment this Warrant substantially in the form attached hereto as Attachment B duly completed executed by the Holder or its agent or attorney and signedfunds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, to if required, such payment, the Company at its address specified herein. Upon any such registration or transfer, shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred assigned, and this Warrant shall promptly be issued cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 9.2 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 transferee Holder or its agent or attorney. Subject to compliance with Section 8.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a New new Warrant evidencing or Warrants in exchange for the remaining portion Warrant or Warrants to be divided or combined in accordance with such notice. 9.3 The Company shall prepare, issue and deliver at its own expense the new Warrant or Warrants under this Section 8. 9.4 The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant not so transferred, if any, shall be issued as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the transferring Holder. The acceptance of , and for all other purposes, absent actual notice to the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrantcontrary.

Transfer of Warrant. (a) No The Company will maintain a register (the "Warrant Register") containing the names and addresses of each Holder. Any Holder maymay change its address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant without for all purposes, notwithstanding any notice to 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 Holdercontrary. (b) The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent. (c) This Warrant may not be transferred or assigned in whole or in part 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 Company, if such are requested by the Company). Subject to the Holder’s appropriate provisions of this Warrant with respect to compliance with the restrictive legend Securities Act of 1933, as amended (the "Act"), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form attached hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery. (d) On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. (1) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the transfer restrictions set forth hereinshares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Company shall register the transfer of any portion Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Warrant Register, upon surrender Act or any state securities laws. Upon exercise of this Warrant, with the Form of Assignment substantially Holder shall, if requested by the Company, confirm in the writing, in a form attached hereto as Attachment B duly completed and signed, satisfactory to the Company at its address specified herein. Upon Company, that the shares of Common Stock so purchased are being acquired solely for the Holder's own account and not as a nominee for any such registration other party, for investment, and not with a view toward distribution or transfer, resale. (2) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a new Warrant to purchase Common Stock, legend in substantially the form contained in the first paragraph of this Warrant (any such new Warrant, a “New Warrant”), evidencing in addition to any legend required by state securities laws. (3) The Holder is an "accredited investor," as such term is defined under 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a WarrantAct.

Transfer of Warrant. (a) No Holder mayThe Company agrees to maintain, directly or indirectlyat its then principal place of business, sell, exchange, assign or otherwise transfer all or any portion books for the registration 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 Holderand transfers thereof, 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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinall rights hereunder are transferable, the Company shall register the transfer of any portion of this Warrant in the Warrant Registerwhole or in part, on said books at said office, upon surrender of this WarrantWarrant at said office, together with a written assignment of this Warrant duly executed by the Form Holder hereof or its duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of Assignment substantially in the form attached hereto as Attachment B duly completed such transfer. Upon such surrender and signedpayment, to the Company at its address specified herein. Upon any such registration or transfer, shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants representing in the aggregate the right to purchase Common Stockthe number of shares of Stock then underlying this Warrant, in substantially and each such new Warrant will represent the form right to purchase such portion of such shares of Stock as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Stock shall be given. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (any i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, a “New the right to purchase the shares of Stock then underlying this Warrant”), evidencing (iii) shall have an issuance date, as indicated on the portion face of this such new Warrant so transferred which is the same as the date hereof, and (iv) shall be issued to have the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the same rights and obligations of a holder of a conditions as this Warrant.

Transfer of Warrant. (1) To be issued on Closing Date. (2) (i) the greater of book and market value of one share of the Company’s Common Stock as of: (1) the date of the signing of the Securities Purchase Agreement (as defined below) assuming such signing occurs after market close or (2) the date immediately prior to the date of signing if signing occurs during market hours. (a) 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 the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Holder maySubject to applicable laws and compliance with Section 4.3, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without and all rights hereunder are transferable, by the prior written consent Holder in person or by duly authorized attorney, upon delivery 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 the restrictive legend on this Warrant and the transfer restrictions set forth hereinform of assignment attached hereto to any transferee designated by Holder. 8.1 Upon such surrender and, if required, such payment, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed execute and signed, to the Company at its address specified herein. Upon any such registration or transfer, deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to purchase Common Stock, in substantially the form of this assignor a new Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant not so transferred assigned, and this Warrant shall promptly be issued to cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the transferee and purchase of shares of Common Stock without having a New new Warrant evidencing issued. 8.2 If, at the remaining portion time of the surrender of this Warrant in connection with any transfer of this Warrant, (i) the transfer of this Warrant shall not so transferredbe registered pursuant to an effective registration statement under the Securities Act of 1933, if anyas amended, and under applicable state securities or blue sky laws, and (ii) the Holder has not furnished to the Company the Certificate at such time, the Company may require, as a condition of allowing such transfer (A) 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 issued in form, substance and scope customary for opinions of counsel in comparable transactions) to the transferring Holder. The acceptance effect that such transfer may be made without registration under the Securities Act of 1933, as amended, and under applicable state securities or blue sky laws, and (B) that the New Warrant by holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company; provided, in any case that the transferee thereof shall be deemed an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the acceptance by such transferee Securities Act of all 1933, as amended, or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act of the rights and obligations of a holder of a Warrant1933, as amended.

Transfer of Warrant. (a) No Subject to applicable federal and state securities laws and the transfer conditions referred to in the legend endorsed hereon and in Section 10, this Warrant and all rights hereunder are freely transferrable by the Holder mayto any Person at any time, directly in whole or indirectly, sell, exchange, assign or otherwise in part by the execution of the transferor Holder and transferee of a Warrant Assignment in substantially the form of Exhibit B hereto. For a transfer all or any portion of this Warrant as an entirety by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares, upon surrender of this Warrant to the Company at its then principal executive offices, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Holder, and shall either update Schedule 1 hereto to reflect such transfer or issue to the Holder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. For the avoidance of doubt, there are no contractual restrictions on transfer of any Warrant Shares. Notwithstanding anything to the contrary herein, this Warrant shall not, without the prior written consent of the Company; , be transferrable or be transferred to, other than to an existing Holder (including, for the avoidance of doubt, any Lead Investor (as defined in the Purchase Agreement)) or an Affiliate thereof, (a) any Person agreed in writing between the Company and the Required Holders as of the date hereof and any additional Person requested by the Company in writing that the Required Holders do not object to as not reasonably considered a meaningful competitor of the Company within ten (10) Business Days of such request, (b) any Person that the Holder knows beneficially owns more than five percent (5%) of the Company’s Common Stock on a fully diluted basis (provided that the Holder shall be deemed to know that Person owns more than beneficially owns more than five percent (i5%) 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 Company’s Common Stock if such Person has, prior to the date of transfer, filed a Schedule 13D or Schedule 13G disclosing such beneficial ownership), or (c) any Person that holds itself out as an “activist” investor or is otherwise identified as an activist investor on the most-recently available “SharkWatch 50” list or, in the event that the “SharkWatch 50” list is no longer published, on a substantially similar reputable published list of the most prominent activist investors regularly relied on or cited to by industry associations, public authorities or proxy advisors in the context of activism activities, or any controlled Affiliate of such Holder. (b) Subject to the Holder’s appropriate compliance Persons. Any purported transfer which is not in accordance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee null and a New Warrant evidencing the remaining portion void ab initio and of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights no force and obligations of a holder of a Warranteffect.

Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (ain accordance with Section 7(d)), registered as the 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 7(d)) No to the Holder may, directly or indirectly, sell, exchange, assign or otherwise representing the right to purchase the number of Warrant Shares not being transferred. The rights and obligations of the Registration Rights Agreement may be assigned and transferred with any transfer all or any portion of this Warrant without upon the prior written consent agreement of such transferee to be joined to and bound by such Registration Rights Agreement, provided, that for the Companyavoidance of doubt, the Holder together with all transferees will collectively have no greater rights under such Registration Rights Agreement than the Holder would have alone under such Registration Rights Agreement; and, provided that further, in the event of any disagreement between the Company and Holder (ior any holder(s) of a Holder that is a natural person may transfer all warrant(s) issued upon transfer(s) for this Warrant or a portion such other warrant(s)) or between the Company and any party to the Registration Rights Agreement, the interpretation of this Warrant to one or more trusts for the benefit (and any other warrant(s) issued upon transfer(s) of such Holder, such Holder’s spouse, a lineal descendant of such Holder this Warrant or such Holder’s parents, other warrant(s)) shall be governed exclusively by 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 agreement of the Warrant to an Affiliate Company and the holders of warrants representing a majority of remaining Aggregate Exercise Price amounts under such Holder. warrants (b) Subject to this proviso is the Holder’s appropriate compliance with “Interpretation Proviso”). For the restrictive legend abundance of clarity, there is no restriction on the assignment and transfer of this Warrant and the transfer restrictions set forth hereinRegistration Rights Agreement, other than as provided by law, rule and regulation and any specific agreements between the Company shall register Holder and the transfer Company, including those binding on Holder as a result of any portion of receiving this Warrant in the Warrant Register, upon surrender directly or indirectly as a result of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, transfer from a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrantprior holder.

Transfer of Warrant. (a) No Holder mayDuring the period from [EFFECTIVE DATE] to the First Anniversary Date inclusive, 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 shall not be transferred, sold, assigned or hypothecated, except that during such period this Warrant may be transferred (i) a Holder that is a natural person may transfer all to successors in interest of the Holder, or a portion of this Warrant (ii) in whole or in part to any one or more trusts for directors or officers of 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 in each case subject to compliance with applicable Federal and (ii) a Holder that is a Person other than a natural person may transfer all or a portion state securities laws and Interpretations of the Warrant to an Affiliate Board of such Holder.Governors of the National Association of Securities Dealers, Inc. (b) Subject Between [EFFECTIVE DATE+1 YEAR] and the Expiration Date inclusive, this Warrant shall be freely transferable, in whole or in part, subject to the Holder’s appropriate other terms and conditions hereof and to compliance with the restrictive legend on applicable Federal and state securities laws; provided, however, that this Warrant shall be immediately exercised upon any such transfer to any person or entity that is not a shareholder, director or officer of the Holder and that if this Warrant is not so exercised upon a transfer to any person or entity which is not a shareholder, director or officer of the Holder, that this Warrant shall immediately lapse. (c) Any transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon permitted by this Section 3 shall be effected by: (i) surrender of this Warrant, Warrant for cancellation (with the Form assignment form at the end hereof properly executed) at the office or agency of Assignment substantially the Company referred to in Section 2; (ii) delivery of a certificate (signed, if the Holder is a corporation or partnership, by an authorized officer or partner thereof), stating that each transferee designated in the assignment form attached hereto as Attachment B duly completed is a permitted transferee under this Section 3; and signed(iii) delivery of an opinion of counsel stating that the proposed transfer may be made without registration or qualification under applicable Federal or state securities laws. This Warrant shall be deemed to have been transferred, in whole or in part to the extent specified, immediately prior to the close of business on the date the provisions of this Section 3(c) are satisfied, and the transferee(s) designated in the assignment form shall become the holder(s) of record at that time and date. The Company at its address specified herein. Upon any such registration or transfershall issue, in the name(s) of the designated transferee(s) (including the Holder if this Warrant has been transferred in part) a new Warrant or Warrants of like tenor and representing, in the aggregate, rights to purchase the same number of shares of Common StockStock as are then purchasable under this Warrant. Such new Warrant or Warrants shall be delivered to the record holder(s) thereof within a reasonable time, in substantially not exceeding ten business days, after the form of rights represented by this Warrant shall have been so transferred. As used herein (any such new Warrant, a “New Warrant”unless the context otherwise requires), evidencing the portion of this Warrant so term "Holder" shall include each such transferee, and the term "Warrant" shall include each such transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Holder mayDuring the period from [EFFECTIVE DATE] to the First Anniversary Date inclusive, 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 shall not be transferred, sold, assigned or hypothecated, except that during such period this Warrant may be transferred (i) a Holder that is a natural person may transfer all to successors in interest of the Holder, or a portion of this Warrant (ii) in whole or in part to any one or more trusts for shareholders, directors or officers of 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 in each case subject to compliance with applicable Federal and (ii) a Holder that is a Person other than a natural person may transfer all or a portion state securities laws and Interpretations of the Warrant to an Affiliate Board of such Holder.Governors of the National Association of Securities Dealers, Inc. (b) Subject Between [EFFECTIVE DATE+1 YEAR] and the Expiration Date inclusive, this Warrant shall be freely transferable, in whole or in part, subject to the Holder’s appropriate other terms and conditions hereof and to compliance with the restrictive legend on applicable Federal and state securities laws; provided, however, that this Warrant shall be immediately exercised upon any such transfer to any person or entity that is not a shareholder, director or officer of the Holder and that if this Warrant is not so exercised upon a transfer to any person or entity which is not a shareholder, director or officer of the Holder, that this Warrant shall immediately lapse. (c) Any transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon permitted by this Section 3 shall be effected by: (i) surrender of this Warrant, Warrant for cancellation (with the Form assignment form at the end hereof properly executed) at the office or agency of Assignment substantially the Company referred to in Section 2; (ii) delivery of a certificate (signed, if the Holder is a corporation or partnership, by an authorized officer or partner thereof), stating that each transferee designated in the assignment form attached hereto as Attachment B duly completed is a permitted transferee under this Section 3; and signed(iii) delivery of an opinion of counsel stating that the proposed transfer may be made without registration or qualification under applicable Federal or state securities laws. This Warrant shall be deemed to have been transferred, in whole or in part to the extent specified, immediately prior to the close of business on the date the provisions of this Section 3(c) are satisfied, and the transferee(s) designated in the assignment form shall become the holder(s) of record at that time and date. The Company at its address specified herein. Upon any such registration or transfershall issue, in the name(s) of the designated transferee(s) (including the Holder if this Warrant has been transferred in part) a new Warrant or Warrants of like tenor and representing, in the aggregate, rights to purchase the same number of shares of Common StockStock as are then purchasable under this Warrant. Such new Warrant or Warrants shall be delivered to the record holder(s) thereof within a reasonable time, in substantially not exceeding ten business days, after the form of rights represented by this Warrant shall have been so transferred. As used herein (any such new Warrant, a “New Warrant”unless the context otherwise requires), evidencing the portion of this Warrant so term "Holder" shall include each such transferee, and the term "Warrant" shall include each such transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) No Holder maySubject to the transfer conditions referred to in the legend endorsed hereon and the other applicable terms and conditions of this Warrant, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion until the material breach by the Company of this Warrant without or the prior written consent Company Articles (the “Warrant Holder Period”), the Holder shall not Transfer this Warrant except to its Affiliates. Upon and following the expiration of the Company; provided that (i) a Warrant Holder that is a natural person Period, the Holder may transfer all or a portion of Transfer this Warrant to one any Person. Any Transfer pursuant to this Section 8 shall be implemented by delivering (by email or more trusts for otherwise) this Warrant to the benefit Company with a duly executed and delivered instrument of such HolderTransfer, such Holder’s spouse, a lineal descendant together with evidence of such Holder or such Holder’s parents, the spouse payment of any relevant stamp duty or transfer taxes by the Transferee. Upon 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 surrender of the Warrant and subject to an Affiliate the payment of any relevant stamp duty or transfer taxes by the Transferee, the Company shall execute and deliver any new Warrant(s) in the names of the Transferor and permitted Transferees, as applicable, and in accordance with the denominations specified in such instrument of Transfer, and this Warrant shall 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 Holdernew Warrant(s) to such permitted Transferees. Any Transfer in violation of this Section 8 shall be void ab initio. (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of The Holder understands that this Warrant, with the Form of Assignment substantially and any securities issued in the form attached hereto respect hereof or exchange herefor, will bear, for so long as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transferis required by applicable securities laws, a new Warrant to purchase Common Stock, 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 extent such laws are applicable to the 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 contain any legend (any including the legends set forth in Section 8(b)) and, promptly following the date on which such new Warrantsecurities cease to be restricted pursuant to applicable securities laws, a “New Warrant”), evidencing and following the portion of this Warrant so transferred shall be issued delivery by the Holder and the Holder’s broker(s) to the transferee Company, its 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 effected under the Securities Act, the Company shall cause (i) its legal counsel to issue a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued customary legal opinion to the transferring Holder. The acceptance Company’s transfer agent to effect the removal of the New Warrant applicable legends on such securities and (ii) the Company’s transfer agent to deliver to the Holder such securities that are free from all restrictive and other legends by crediting the account of the Holder’s broker with the Depository Trust Company system as directed by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a WarrantHolder.

Transfer of Warrant. (a) No Subject to compliance with any applicable federal and state securities laws, the conditions set forth in Sections 4(b) below and the provisions of Section 7 of this Warrant, this Warrant may be transferred by the Holder maywith respect to any or all of the shares purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, directly if any, together with the 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 and funds sufficient to pay any transfer tax, the Company shall execute and deliver a new Warrant or indirectlyWarrants in the name of the assignee or assignees and in the denomination or denominations specified in the Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned. Thereafter, sellthis 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, exchangeif any, assign or otherwise 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 the foregoing, the Company shall not be required to 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 without shall be made except for transfers to the Company, unless: (x) if such transfer is made at any time prior to the One Year Exercise Date, the Holder and the proposed transferee each truthfully certify and provide to the Company a written consent representation letter (the “Transferor Representation Letter” and the “Transferee Representation Letter”, respectively) that such transfer is to either: (A) a “Qualified Institutional Buyer” as such term is defined under Rule 144A of the Securities Act, attached hereto as Exhibit D; (B) a “large institutional accredited investor” as such term is used in the Securities and Exchange Commission staff’s No-Action Letter dated February 28, 1992 to Squadron, Ellenoff, Pleasant & ▇▇▇▇▇▇, attached hereto as Exhibit E; or (C) a person that is (1) an “accredited investor” within the meaning of Regulation D under the Securities Act (an “Accredited Investor”), (2) as of the Effective Date (as defined in the Guarantee Agreement) and the date of such transfer, is an executive officer of the Company or a member of the Company’s management; provided that and (i3) a Holder that is a natural person may transfer all or a portion participated in assisting the Company structure the issuance of this Warrant to one the (x) Guarantor (as defined in the Guarantee Agreement) and (y) any other persons receiving warrants in connection with their provision of a guaranty or more trusts letter of credit to secure the Bank of America Loan. (y) if such transfer is made at any time following the One Year Exercise Date, the Holder and the proposed transferee each truthfully certify and provide to the Company the Transferor Representation Letter and the Transferee Representation Letter, respectively that such transfer is to an Accredited Investor. 5. Anti-Dilution Provisions. 5.1 Adjustment for Dividends in Other Securities, Property, Etc. In case at any time or from time to time after the Base Date the shareholders of the Company shall have received, or on or after the record date fixed for the benefit determination of such Holdereligible shareholders, such Holder’s spouse, a lineal descendant of such Holder shall have become entitled to receive without payment therefor: (a) other or such Holder’s parents, the spouse of any such descendant additional securities or a lineal descendant of any such spouse and property (ii) a Holder that is a Person other than a natural person may transfer all or a portion cash) by way of the Warrant to an Affiliate of such Holder. dividend, (b) Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant any cash paid or payable or (c) other or additional (or less) securities or property (including cash) by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement, then, and the transfer restrictions set forth hereinin each such case, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender Holder of this Warrant, with upon the Form of Assignment substantially exercise thereof as provided in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, 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 transferred, if anySection 1, shall be issued entitled to receive the transferring Holder. The acceptance amount of securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise if on the Base Date it had been the holder of record of the New Warrant number of shares of Common Stock or Other Securities (as applicable) as constituted on the Base Date subscribed for upon such exercise as provided in Section 1 and had thereafter, during the period from the Base Date to and including the date of such exercise, retained such shares and/or all other additional (or less) securities and property (including cash in the cases referred to in clauses (b) and (c) above) receivable by the transferee thereof shall be deemed the acceptance it as aforesaid during such period, giving effect to all adjustments called for during such period by such transferee of all of the rights this Section 5.1 and obligations of a holder of a WarrantSections 5.2 and 5.3 below.

Transfer of Warrant. (a) No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion By the acceptance of this Warrant without Warrant, the prior written consent of the Company; provided Holder hereby acknowledges and covenants that (i) a Holder that is a natural person may transfer all or a portion of this Warrant to one or more trusts and any stock purchased pursuant thereto are and will be held 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 investment 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 Holdernot for distribution. (b) Subject The Warrant Shares shall be issued upon exercise of this Warrant only in compliance with the Act and applicable state securities laws. If, at the time of issuance of the Warrant Shares, no registration statement is in effect with respect to such shares under applicable provisions of the Act, the Company may, if reasonably necessary to comply with applicable securities laws, require that the Holder provide the Company with written reconfirmation of the Holder’s appropriate compliance with the restrictive legend on this Warrant investment intent and the transfer restrictions set forth herein, the Company shall register the transfer of that any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, stock certificate delivered to the Company at its address specified hereinHolder of a surrendered Warrant shall bear legends reading substantially as follows: (i) TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY. Upon any such registration or transferCOPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, a new Warrant to purchase Common StockAND NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE, in substantially the form of this Warrant OR OF ANY SHARES OR OTHER SECURITIES (any such new WarrantOR CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, a SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS THEREIN SET FORTH SHALL HAVE BEEN COMPLIED WITH. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “New WarrantACT”), 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 transferred, if any, shall be issued to the transferring HolderOR THE SECURITIES LAWS OF ANY STATE. 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 of a holder of a WarrantTHE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

Transfer of Warrant. (a) No Subject to the restrictions on transfer set forth herein, the rights and obligations of the Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of pursuant to this Warrant shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the Holder; provided, however, that neither this Warrant nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Holder without the prior written consent of the Company; Company except in connection with an assignment in whole to a successor corporation to the Holder, provided that (i) a Holder that is a natural person may transfer such successor corporation acquires all or substantially all of the Holder’s property and assets and the Company’s rights hereunder are not impaired or to a portion direct or indirect wholly-owned subsidiary of the Holder. Notwithstanding the immediately preceding sentence, except for the restrictions on transfer set forth hereafter, this Warrant shall be assignable by the Holder without obtaining the prior written consent of the Company if a Definitive Agreement (as defined in the Note) is not entered into by the Company and the Holder by June 1, 2001. (a) The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register by written notice to one the Company requesting such change. Any notice or more trusts for written communication required or permitted to be given to the benefit of such Holder, such Holder’s spouse, a lineal descendant of Holder may be delivered or given by mail to such Holder or such Holder’s parentsas shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the spouse of any such descendant or a lineal descendant of any such spouse and (ii) a Company may treat the Holder that is a Person other than a natural person may transfer all or a portion of as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to an Affiliate of such Holderthe contrary. (b) Subject The Company may, by written notice to the Holder’s appropriate compliance with , appoint an agent for the restrictive legend on this Warrant and the transfer restrictions set forth herein, the Company shall register the transfer purpose of any portion of this Warrant in maintaining the Warrant RegisterRegister referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon surrender the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent. (c) Notwithstanding anything else contained herein to the contrary, this Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act”) and this Section 7, title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form of Assignment substantially annexed hereto) and delivery in the form attached hereto same manner as Attachment B duly completed a negotiable instrument transferable by endorsement and signeddelivery. (d) On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers contained in this Section 7, the Company at its address specified herein. Upon any such registration expense shall issue to or transfer, on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. (e) The Holder of this Warrant, by acceptance hereof, acknowledges that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to purchase be issued upon exercise hereof except in compliance with the registration requirements of the Act, subject, nevertheless, to the disposition of the Holder’s property being at all times within its control, and except that Holder shall not sell any of the shares of Common Stock, Stock issued upon exercise of this Warrant for a period of at least 32 days after the date such shares were issued. (f) This Warrant and all shares of Common Stock issued upon exercise hereof (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the form of this Warrant following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THEREUNDER. (any such new Warrant, a “New Warrant”), evidencing g) The Company shall undertake the portion of this Warrant so transferred shall be issued obligations relating to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance registration of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee shares of all Common Stock on Form S-3 following exercise of the rights and obligations of a holder of a WarrantWarrant as set forth on Exhibit A attached hereto.

Transfer of Warrant. (a) No Holder mayThis Warrant and the Warrant Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act of 1933, directly as amended (the “Act”) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without “blue sky” laws. Without limiting the prior written consent generality of the Company; provided that foregoing, except in connection with a bona fide pledge or transfer to an affiliate of Holder, (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 and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company (which may be ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Scripps LLP (“▇▇▇▇ ▇▇▇▇▇▇▇”)), in a form generally acceptable to the Company, to the effect that the Warrant or the Warrant Shares, as applicable, to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an Affiliate of exemption from such Holderregistration, or (C) the Warrant or the Warrant Shares, as applicable, can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the Act, as applicable. (b) Subject So long as is required by this Section 6.1, the certificates or other instruments representing the Warrant shall bear any legends as required by applicable state securities or “blue sky” laws, in addition to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein, on the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender front page of this Warrant. The parties acknowledge and agree that the Warrant Shares will be issued without any restrictive legends. (c) If this Warrant is to be transferred, in accordance with this Section 6.1, the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, Holder shall surrender this Warrant to the Company, whereupon the Company at its address specified herein. Upon any such registration or transferwill forthwith issue and deliver upon the order of the Holder a new Warrant, registered as the Holder may request, representing the right to purchase the number of Warrant Shares 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 to the Holder representing the right to purchase Common Stock, in substantially the form number of this Warrant (any such new Warrant, 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 Shares not so being transferred, if any, shall be issued to the transferring Holder. 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 of a holder of a Warrant.

Transfer of Warrant. (a) 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 the restrictive legend on terms and conditions of this Section 10, this Warrant and all rights hereunder are transferable, in whole, without charge to the holder hereof (except for transfer restrictions set forth herein, the Company shall register the transfer of any portion of this Warrant in the Warrant Registertaxes), upon surrender of this WarrantWarrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder's counsel, or other evidence, if requested by the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signedCompany, to the Company at its address specified herein. Upon any effect that such offer, sale or other disposition may be effected without registration or transfer, a new Warrant to purchase Common Stock, qualification (under the Act as then in substantially the form effect or any federal or state securities law then in effect) of this Warrant (or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such new Warrantlaw. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, a “New Warrant”)if so requested, evidencing the portion Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant so transferred shall be issued or such Shares, all in accordance with the terms of the notice delivered to the transferee and Company. If a New Warrant evidencing determination has been made pursuant to this Section 10 that the remaining portion opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant not so transferred, if any, or the Shares transferred in accordance with this Section 10 shall be issued bear a legend as to the transferring Holderapplicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required in order to ensure compliance with such laws. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by Company may issue stop transfer instructions to its transfer agent in connection with such transferee of all of the rights and obligations of a holder of a Warrantrestrictions.