Common use of Compliance with Securities Laws on Transfer Clause in Contracts

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other an affiliate of Holder; , provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and and/or the Shares issued upon exercise hereof or conversion of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other an affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.

Compliance with Securities Laws on Transfer. This Warrant and and/or the Shares issued upon exercise hereof or conversion of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other an affiliate of Holder; , provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other an affiliate of Holder; provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other an affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate Affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley BankHolder’s parent company) , Western Alliance Bancorporation, or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares Units issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise or conversion hereof may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and and, subject to Article 5.2(b), legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.. Additionally, the Company shall also not require an opinion of counsel if there

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued securities issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s a parent company) company or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate Affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s Holder's parent company) or any other affiliate of Holder; , provided that any such transferee is an “"accredited investor” " as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; provided that any such transferee is an “"accredited investor” " as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable U.S. federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other an affiliate of Holder; , provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s 's parent company) or any other affiliate of Holder; , provided that any such transferee is an “"accredited investor” " as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares (and the securities, if any, issued and issuable upon exercise hereof conversion of the Shares) may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee is an “"accredited investor” " as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.. 116626814v6

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other an affiliate of Holder; , provided that any such transferee affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

Compliance with Securities Laws on Transfer. This Warrant and the Shares issued issuable upon exercise hereof of this Warrant may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder; , provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.. 5.4