Common use of Disposition of Holder’s Rights Clause in Contracts

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common 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 (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common 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 new certificates for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission SEC or a ruling shall have been issued to the Holder at its request by such Commission the SEC stating that no action shall be recommended by such staff or taken by such Commissionthe SEC, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holderHolder, one or more new certificates for the Warrant or for such shares of Common Stock stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Securities Act has been taken, or (B) an exemption from the registration requirements of the 1933 Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock when (1) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Securities Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common 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 new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the any of its rights to acquire Warrant or the Shares (including any shares of Common Stock issuable upon exercise of the Warrant conversion thereof) unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Securities Act has been taken, or (B) an exemption from the registration requirements of the 1933 Securities Act is available. Notwithstanding the foregoing, the The restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Warrant Shares (including any shares of Common 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 upon conversion thereof) shall terminate as to any particular share of Preferred Stock or Common Stock Stock, as applicable, when (1) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Securities Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Preferred Stock or Common Stock Stock, as applicable, 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 new certificates for the Warrant or for such shares of Preferred Stock or Common Stock Stock, as applicable, not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the this Warrant or the Common Stock Warrant Shares issuable upon exercise of the this Warrant unless and until (ia) it the Holder shall have notified the Company of the proposed disposition, and (iib) if requested by the Company, it the Holder shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (Ai) appropriate action necessary for compliance with the 1933 Act has been taken, or (Bii) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holderHolder, one or more new certificates for the Warrant or for such shares of Common Stock stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it the Company shall have notified the Company approved of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or the Common 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 Common 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 (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common 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 new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until in the absence of (i) it shall have notified an effective registration statement under the Company Securities Act as to this Warrant or such Warrant Stock and registration or qualification of the proposed disposition, and this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) if requested by an opinion of counsel, reasonably satisfactory to the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company that such registration and its counsel 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 availablequalification are not required. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock when (1i) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2ii) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Securities Act, or (3iii) a letter shall have been issued to the Registered Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Registered Holder at its request by such the Securities and Exchange Commission stating that no action shall be recommended by such staff or taken by such the Securities and Exchange Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Registered Holder or holder of a share of Common Stock common 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 new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of any of the Warrant or the shares of Common Stock issuable upon exercise of the this Warrant unless and until except (i) it shall have notified pursuant to a registration under the Company of the proposed dispositionSecurities Act, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for in compliance with the 1933 Act has been takenRule 144 under, or in compliance with another exemption from the registration requirements of, the Securities Act or (Biii) an in connection with a Change of Control. In connection with any disposition of any shares in compliance with Rule 144 or any other exemption from the registration requirements of the 1933 Securities Act, the Holder shall furnish the Company with representation letters and an opinion of counsel, each reasonably satisfactory in form and substance to the Company and its counsel, to the effect that such exemption from the registration requirements of the Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any the shares of its rights to acquire Common Stock or Common Stock issuable on upon the exercise of such rights this Warrant 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 Common Stock when (1) such security securities shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2) such security securities shall have been sold without registration in compliance with Rule 144 under under, or another exemption from the 1933 Act or (3) a letter shall have been issued to the Holder at its request by the staff of registration requirements of, the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are requiredAct. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common 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 new certificates for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until in the absence of (i) it shall have notified an effective registration statement under the Company Securities Act as to this Warrant or such Warrant Stock and registration or qualification of the proposed disposition, and this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) if requested by an opinion of counsel, reasonably satisfactory to the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company that such registration and its counsel 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 availablequalification are not required. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock when (1i) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2ii) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Securities Act, or (3iii) a letter shall have been issued to the Registered Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Registered Holder at its request by such the Securities and Exchange Commission stating that no action shall be recommended by such staff or taken by such the Securities and Exchange Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Registered Holder or holder of a share of Common Stock common 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 new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.. CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***” Exhibit 2.1

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Class A Warrant or the Common Stock Warrant Shares issuable upon exercise of the Class A Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holderHolder, one or more new certificates for the Class A Warrant or for such shares of Common Stock stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant any of its rights to acquire Preferred Stock or the Common Preferred Stock issuable upon exercise of the Warrant such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the CompanyCompany and as limited by the provisions set forth in Section 4.3 hereof, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Preferred Stock or Common Preferred 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 Common Preferred 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 (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Preferred 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 new certificates for the Warrant or for such shares of Common Preferred Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of any of the Warrant or the shares of Common Stock issuable upon exercise of the this Warrant unless and until except (i) it shall have notified pursuant to a registration under the Company of the proposed dispositionSecurities Act, and or (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for in compliance with the 1933 Act has been takenRule 144 under, or (B) an in compliance with another exemption from the registration requirements of, the Securities Act. In connection with any disposition of any shares in compliance with Rule 144 or any other exemption from the registration requirements of the 1933 Securities Act, the Holder shall furnish the Company with representation letters and an opinion of counsel, each reasonably satisfactory in form and substance to the Company and its counsel, to the effect that such exemption from the registration requirements of the Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any the shares of its rights to acquire Common Stock or Common Stock issuable on upon the exercise of such rights this Warrant 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 Common Stock when (1) such security securities shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2) such security securities shall have been sold without registration in compliance with Rule 144 under under, or another exemption from the 1933 Act or (3) a letter shall have been issued to the Holder at its request by the staff of registration requirements of, the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are requiredAct. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, Company one or more new certificates for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will This Warrant and all rights hereunder are non-transferable; provided, however, that the Holder make a disposition Holder, if an entity, may transfer this Warrant and the rights hereunder, in part or whole, to any subsidiary, parent, affiliate, general partner or limited partner of the Warrant or the Common Holder. The Stock issuable upon exercise of the this Warrant unless and until (i) it shall have notified the Company of the proposed dispositionis non-transferable, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance except in accordance with the 1933 Act has been taken, or (B) an exemption from the registration requirements terms of the 1933 Act is availablethis provision. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any shares of its rights to acquire Common the Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from by the beneficial owner of Holder, if an entity, in part or whole, to any subsidiary, parent, affiliate, general partner or limited partner of the aforementioned securities to its nominee or from such nominee to its beneficial ownerHolder, and shall terminate as to any particular share of Common Stock when (1) the transfer of such security shall have been effectively registered under the 1933 Act and sold transferred by the holder Holder thereof in accordance with such registration registration, or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the Stock issuable upon exercise of this Warrant may be sold pursuant to Rule 144(b)(1)(i), the restrictions imposed hereunder herein shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock then outstanding issued upon exercise of this Warrant as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant any of its rights to acquire Common Stock or the Common Stock issuable upon exercise of the Warrant such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the HolderWarrantholder) satisfactory to the Company and its counsel to the effect that (Aa) appropriate action necessary for compliance with the 1933 Securities Act has been taken, or (B) an exemption from the registration requirements of the 1933 Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock when (1) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been may be sold without registration in compliance with Rule 144 under the 1933 Act Securities Act, or (3) a letter shall have been issued to the Holder at its the request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commissioncommission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, terminate as hereinabove provided, provided the Holder or holder of a share of Common 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 new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder ------------------------------ make a disposition of the Warrant any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights or the Common Stock issuable upon exercise conversion of the Warrant Preferred Stock unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Preferred Stock or Common Preferred Stock issuable on the exercise of such rights or the Common Stock issuable upon conversion of the Preferred Stock 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 Preferred Stock or the Common Stock issuable upon conversion of the Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies specified that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Preferred Stock or the Common Stock issuable upon conversion of the Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive received from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock or the Common Stock not issuable upon conversion of the Preferred Stock no bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holderHolder, one or more new certificates for the Warrant or for such shares of Common Stock stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant any of its rights to acquire Preferred Stock or the Common Preferred Stock issuable upon exercise of the Warrant such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have xxxx furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) reasonably satisfactory to the Company and its counsel 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; provided that the Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate 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. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Preferred Stock or Common Preferred 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 Common Preferred 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 (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the 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 such letter or ruling specifies that no subsequent restrictions on or transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Preferred 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 new certificates for the Warrant or for such shares of Common Preferred Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until in the absence of (i) it shall have notified an effective registration statement under the Company Securities Act as to this Warrant or such Warrant Shares and registration or qualification of the proposed disposition, and this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect or (ii) if requested by an opinion of counsel, reasonably satisfactory to the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company that such registration and its counsel 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 availablequalification are not required. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common 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 Common Stock when (1i) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (2ii) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act Securities Act, or (3iii) a letter shall have been issued to the Registered Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Registered Holder at its request by such the Securities and Exchange Commission stating that no action shall be recommended by such staff or taken by such the Securities and Exchange Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Registered Holder or holder of a share of Common Stock common 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 new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend.