Common use of NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION Clause in Contracts

NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Warrant Stock, the holder of such Warrants or Warrant Stock shall give ten days prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and shall obtain and deliver to the Company an opinion in form and substance reasonably satisfactory to the Company (addressed to the Company and upon which the Company may rely) from counsel to such holder who shall be reasonably satisfactory to the Company, that the proposed Transfer of such Warrants or such Warrant Stock may be effected without registration under the Securities Act and any applicable state securities law(s). After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, so notify the holder of such Warrants or Warrant Stock and such holder shall thereupon be entitled to Transfer such Warrants or such Warrant Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Warrant Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act and any applicable state securities law(s). The holder of the Warrants or the Warrant Stock, as the case may be, giving the Transfer Notice shall not be entitled to transfer and shall not transfer such Warrants or such Warrant Stock until (i) the Company receives a written statement of investment intent and sophistication from the proposed Transferee in substance substantially similar to the final sentence of the first paragraph of Section 9 and (ii) such holder receives notice from the Company under this Section 9.2. The Holders of Warrants and Warrant Stock shall have the right to request registration of such Warrant Stock pursuant to Sections 9.3 and 9.4.

NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Warrant Restricted Common Stock, the holder of such Warrants or Warrant Restricted Common Stock shall give ten days prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and shall obtain and deliver to the Company an opinion in form and substance reasonably satisfactory to the Company (addressed to the Company and upon which the Company may rely) from Cleary, Gottlieb, Steex & Xamixxxx xx such other counsel to such holder who shall be reasonably satisfactory to the Company, that the proposed Transfer of such Warrants or such Warrant Restricted Common Stock may be effected without registration under the Securities Act and any applicable state securities law(s)Act. After receipt of the Transfer Notice and opinionOpinion, the Company shall, within five days thereof, so notify the holder of such Warrants or Warrant such Restricted Common Stock and such holder shall thereupon be entitled to Transfer such Warrants or such Warrant Restricted Common Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Warrant Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a8.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b8.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act and any applicable state securities law(s)Act. The holder of the Warrants or the Warrant Restricted Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to transfer and shall not transfer such Warrants or such Warrant Restricted Common Stock until (i) the Company receives a written statement receipt of investment intent and sophistication from the proposed Transferee in substance substantially similar to the final sentence of the first paragraph of Section 9 and (ii) such holder receives notice from the Company under this Section 9.28.2. The Holders holders of Warrants and Warrant Stock shall have the right to request registration of such Warrants and Warrant Stock pursuant to Sections 9.3 8.3 and 9.48.4.

NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any Transfer or attempted Transfer transfer of any Warrants or any shares of Warrant Restricted Common Stock, the holder Warrant Holder of such Warrants or Warrant Restricted Common Stock shall give ten five days prior written notice to DeepTech of such Warrant Holder's intention to effect such transfer (a "Transfer Notice") to the Company ). Each Warrant Holder agrees that it will not sell, transfer or otherwise dispose of such holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and shall obtain and deliver to the Company an opinion in form and substance reasonably satisfactory to the Company (addressed to the Company and upon which the Company may rely) from counsel to such holder who shall be reasonably satisfactory to the Company, that the proposed Transfer of such Warrants or such Warrant Stock may be effected without any shares of Restricted Common Stock, in whole or in part, except pursuant to an effective registration statement under the Securities Act and any applicable state securities law(s). After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, so notify the holder of such Warrants or Warrant Stock and such holder shall thereupon be entitled to Transfer such Warrants or such Warrant Stock, in accordance with the terms of the Transfer Noticean exemption from registration thereunder. Each certificate, if any, evidencing such shares of Warrant Restricted Common Stock issued upon such Transfer transfer shall bear the restrictive legend set forth in Section 9.1(a)9.1, and each Warrant Certificate issued upon such Transfer transfer shall bear the restrictive legend set forth in Section 9.1(b)9.1, unless in the opinion of the transferee's or Warrant Holder's counsel delivered to DeepTech in connection with such counsel transfer (which opinion shall be reasonably satisfactory to DeepTech) such legend is not required in order to ensure compliance with the Securities Act and any applicable state securities law(s)Act. The holder of the Warrants or the Warrant Stock, as the case may be, giving the Transfer Notice shall not be entitled to transfer and shall not transfer such Warrants or such Warrant Stock until (i) the Company receives a written statement of investment intent and sophistication from the proposed Transferee in substance substantially similar to the final sentence of the first paragraph of Section 9 and (ii) such holder receives notice from the Company under this Section 9.2. The Holders of Warrants and Warrant Stock shall have the right to request registration of such Warrant Stock pursuant to Sections 9.3 and 9.4.; provided, however, all registration rights granted under this Section 9 shall terminate on the second anniversary of the Closing Date. The initial Warrant Holder acknowledges that the Warrants will be issued to it in connection with the Notes, and, except to the extent of a prepayment under the Notes, the Warrant Price may only be paid through a transfer of outstanding principal and accrued interest under the Notes. Accordingly, notwithstanding any provision hereof to the contrary, the Warrant Holder agrees that it will not transfer all or any part of the Warrants to any Person unless (i) the holder of the Warrants so transferred is entitled to pay the Warrant Price in cash with respect thereto under the terms of this Agreement or (ii) the Holder of the Warrants so transferred is also the holder of a sufficient amount of outstanding principal

NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior In addition to complying with section 3.1 hereof as to Transfers of Warrants, prior to any Transfer or attempted Transfer of any Warrants Warrant or any shares share of Warrant Restricted Common Stock, the holder of such Warrants Warrant or Warrant Restricted Common Stock shall give ten days days' prior written notice (a "Transfer Notice") to the Company of such holderHolder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and shall obtain and deliver to the Company an opinion in form and substance reasonably satisfactory to the Company (addressed to the Company and upon which the Company may rely) from counsel to such holder Holder, who shall be reasonably satisfactory to the Company, an opinion in form and substance reasonably acceptable to the Company to the effect that the proposed Transfer of such Warrants Warrant or such Warrant Restricted Common Stock may be effected without registration under the Securities Act and any applicable state securities law(s)Act. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, so notify the holder of such Warrants or Warrant Stock Holder and such holder Holder shall thereupon be entitled to Transfer such Warrants Warrant or such Warrant Stock, Restricted Common Stock in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Warrant Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a)) hereof, and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b)) hereof, unless unless, in the opinion of such counsel and counsel to the Company, such legend is not required in order to ensure compliance with the Securities Act and any applicable state securities law(s)Act. The holder of the Warrants Warrant or the Warrant Restricted Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to transfer and shall not transfer such Warrants or such Warrant or Restricted Common Stock until (i) the Company receives a written statement receipt of investment intent and sophistication from the proposed Transferee in substance substantially similar to the final sentence of the first paragraph of Section 9 and (ii) such holder receives notice from the Company under pursuant to this Section 9.2. The Holders of Warrants and Warrant Stock shall have the right to request registration of such Warrant Stock pursuant to Sections 9.3 and 9.4.