Common use of Transfer of Warrant Clause in Contracts

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; provided, however, that the Company may withhold its consent conditions set forth in Section 4(d) hereof and to transfer or assignment the provisions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor Section 4.1 of the CompanyPurchase Agreement, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities Subject to applicable laws; provided, however, that the Company may withhold its consent to restriction on transfer or assignment set forth on the first page of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor and the provisions of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale Article VI of the Warrant StockPurchase Agreement, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable by the Holder, in whole person or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purposeby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C Assignment Form attached hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer, to any transferee designated by Holder. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4A Warrant, the Warrant if properly assigned, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Exercise Shares without having a new Warrant on issued. The Company may require, as a condition of allowing a transfer (i) that the books Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company. This Section 4 shall survive , (iii) that the exercise or expiration transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and (iv) the transferee agree in writing to be bound by the terms of this Warrant and the WarrantWarrant Purchase Agreement as if an original signatory thereto.

Transfer of Warrant. This Warrant may only be transferred to a purchaser subject to and in compliance accordance with federal this Section 2.3, and state securities laws; provided, however, that any attempted transfer which is not in accordance with this Section 2.3 shall be null and void and the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, transferee shall not be registered under entitled to exercise any of the Securities Act, the Company may require, as a condition rights of allowing such transfer (i) that the Holder or transferee of this Warrant or Warrant. The Company agrees to maintain at the Warrant Stock as Agency books for the case may beregistration of such transfers of Warrants, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such and 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 hereunderhereunder shall be registered, 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 purposebooks, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the CompanyWarrant Agency in accordance with this Section 2.3, together with with: (i) a written assignment of this Warrant Warrant, substantially in the form of Exhibit C the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney-in-fact fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the FINRA, and funds sufficient to pay any transfer taxes payable upon the making of such transfer; and (ii) an investment representation letter, in form and substance acceptable to the Company, executed by the assignee or assignees of this Warrant. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.3, the Company (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees and in the denomination denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following Notwithstanding the foregoing, a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered without having a new Warrant on issued. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer of this Warrant or the books issuance or delivery of certificates for Common Stock in a name other than that of the Company. This Section 4 shall survive the exercise or expiration registered Holder of the this Warrant.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; provided, however, that the Company may withhold its consent conditions set forth in Section 4(d) hereof and to transfer or assignment the provisions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor Section 4.1 of the CompanyPurchase Agreement, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Prior to all of the Warrant may only Shares becoming exercisable or being cancelled and forfeited in accordance with Section 2(b) hereof, this Warrant and all rights hereunder shall not be transferred assignable or transferable, in compliance with federal and state securities lawswhole or in part; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder may assign or transferee of this Warrant or the Warrant Stock 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, to any Affiliate of the Holder, upon written request by the Holder, and written consent of the Company, such consent not to be unreasonably withheld. After all of the Warrant Shares have become exercisable or have been cancelled and forfeited in accordance with the foregoing provisionsSection 2(b) hereof, this Warrant and all rights hereunder shall be registered on assignable or transferable, in whole or in part. Holder shall not effect any such assignment or transfer pursuant to this Section 6 unless (i) such assignment or transfer complies with all federal and state securities laws and all assignment or transfer conditions referred to in the books of legend endorsed hereon and (ii) Holder surrenders this Warrant to the Company to be maintained for such purpose, upon surrender of this Warrant at the its then principal office of the Company or the office or agency designated by the Company, together executive offices with a written assignment of this Warrant substantially properly completed and duly executed Assignment in the form of attached hereto as Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon B in connection with the making of such transfer. Upon such compliance, consent, surrender and, if required, such paymentand delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee such Person or assignees Persons and in the denomination denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Following a Any attempt to assign or transfer that complies with this Warrant or any rights hereunder contrary to the requirements provisions of this Section 4, the Warrant may 6 shall be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantnull and void.

Transfer of Warrant. a) Transferability. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish Subject to the Company a written opinion of counsel that is reasonably acceptable to terms and conditions hereof, including the Company to the effect that such restrictions on transfer may be made without registration under the Securities Actset forth in Section 7(c), (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 hereunderhereunder are transferable, in whole or in part, in accordance with without charge to the foregoing provisions, shall be registered on the books of the Company to be maintained for such purposeHolder, upon surrender of this Warrant with a properly executed assignment (in the form attached hereto as Exhibit B) at the principal office of the Company Company. Any transfer or assignment of this Warrant (and the office or agency designated 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 of a legal opinion reasonably satisfactory to the Company confirming such compliance. If 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 written assignment 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 substantially is being transferred, a new Warrant (in accordance with Section 7(e)) to the form Holder representing the right to purchase the number of Exhibit C hereto 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 Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon transferee whereby such transferee makes the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants representations set forth in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion Section 19 of this Warrant and agrees to be bound by all obligations of the Holder under this Warrant. Any transfer of the Warrant or Warrant Shares which is not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies made in accordance with the requirements terms of this Section 4, the Warrant may 7 shall be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantvoid.

Transfer of Warrant. This Warrant may only be transferred in Subject to compliance with applicable federal and state securities laws; provided, howeverthe Holder may, that the Company may withhold its consent from time to time, transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockUnderlying Shares, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereundereach case, in whole or in part, in accordance with by giving the foregoing provisions, shall be registered on the books Company a written notice of the portion of the Warrant or the shares of the Underlying Shares being transferred, such notice to set forth the name, address and taxpayer identification number of the transferee, the anticipated date of such transfer, and surrendering this Warrant or the certificates or book-entry records representing shares of the Underlying Shares, as applicable, to the Company for reissuance to be maintained for such purpose, upon the transferee(s). Upon surrender of this Warrant by a Holder to the Company for transfer, in whole or in part, the Company shall issue a new warrant to such Holder in such denomination as shall be requested by such Holder covering the number of Underlying 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 principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially notice specifying the names and denominations in the form of Exhibit C hereto duly executed which new Warrants are to be issued, signed by the Holder or its agent or attorney-in-fact and funds sufficient . Subject to pay compliance with this Section 8 as to any transfer taxes payable upon the making of which may be involved in such transfer. Upon such surrender and, if required, such paymentdivision or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the name 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 assignee or assignees and in the denomination specified in such instrument of assignment, Initial Issuance Date and shall issue be identical to this Warrant except as to the assignor a new Warrant evidencing the portion number of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantUnderlying Shares issuable pursuant thereto.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that Subject to the Company may withhold its consent to transfer or assignment terms of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Companyand compliance with all applicable securities laws, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant purpose at the principal office of the Company by the Registered Holder in person, or by duly authorized attorney, upon surrender of this Warrant properly endorsed and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Each taker and holder of this Warrant, by taking or holding the office or agency designated same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable and that when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, together and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; but until a written assignment transfer of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or is registered a new Warrant on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all purposes. This Section 4 Notwithstanding the foregoing, this Warrant and the rights hereunder may not be transferred unless such transfer complies with all applicable securities laws. Subject to compliance with all securities laws, the parties acknowledge that the initial Registered Holder shall survive have the exercise right to transfer this Warrant to Silicon Valley Bancshares or expiration The Silicon Valley Bank Foundation. Upon any partial transfer, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants with respect to the shares of the WarrantWarrant Stock not so transferred.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockShares, this Warrant or the Warrant StockShares, as applicable, shall not be registered under the Securities ActAct 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 Stock 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 Warrant at to the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This If this Warrant may only is to be transferred in compliance with federal and state securities laws; providedtransferred, however, that the Company may withhold its consent to transfer or assignment of Holder shall surrender this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in whereupon the reasonable judgment Company will forthwith issue and deliver upon the order of the BoardHolder 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 the number of Warrant Shares not being transferred. If, at the time The rights and obligations of the surrender of this Warrant in connection Registration Rights Agreement may be assigned and transferred with any transfer of this Warrant upon the agreement of such transferee to be joined to and bound by such Registration Rights Agreement, provided, that for the avoidance 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 further, in the event of any disagreement between the Company and Holder (or the resale any holder(s) of the Warrant Stock, a warrant(s) issued upon transfer(s) for this Warrant or such other warrant(s)) or between the Warrant Stock, as applicable, shall not be registered under Company and any party to the Securities ActRegistration Rights Agreement, the Company may require, as a condition interpretation of allowing such transfer this Warrant (iand any other warrant(s) that the Holder or transferee issued upon transfer(s) of this Warrant or such other warrant(s)) shall be governed exclusively by the Warrant Stock as the case may be, furnish to the Company a written opinion agreement 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 holders of warrants representing a majority of remaining exercisable Warrant Shares under such warrants (this proviso is the “Interpretation Proviso”). For the abundance of clarity, there is no restriction on the assignment and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer transfer of this Warrant and all rights hereunderthe Registration Rights Agreement, in whole or in partother than as provided by law, in accordance with rule and regulation and any specific agreements between the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by Holder and the Company, together with including those binding on Holder as a written assignment result of receiving this Warrant substantially in the form directly or indirectly as a result of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver from 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 the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantprior holder.

Transfer of Warrant. This Until such time as the shares of Warrant may only be transferred in compliance with federal Stock ------------------- issuable hereunder shall have been the subject of registration and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered are covered by an effective registration statement under the Securities Act, or there is available (in the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably to the Issuer or counsel to the Holder, acceptable to the Company to Issuer) an exemption from the effect that such transfer may be made without registration under requirements of the Securities Act, the Warrants shall not be sold, transferred, assigned or hypothecated, in part or in whole (ii) that other than by will or pursuant to the laws of descent and distribution), and then only to registered assigns of 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, thereafter only upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto delivery thereof duly executed endorsed by the Holder or its attorney-in-fact and funds sufficient by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentIn all cases of transfer by an attorney, the Company original power of attorney, duly approved, or an official copy thereof, duly certified, shall execute be deposited with the Issuer. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Issuer in its discretion. Upon any registration 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 name of aggregate the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue right to the assignor purchase a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase like number of shares of Common Stock regardless of whether upon surrender to the Company issued Issuer or registered a new Warrant its duly authorized agent. Notwithstanding the foregoing, the Issuer shall have no obligation to cause Warrants to be transferred on its books to any person if such transfer would violate the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantSecurities Act.

Transfer of Warrant. This Warrant and the rights granted hereunder may only 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 compliance effect, including without limitation, the Securities Act of 1933, as amended (the “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) 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 federal and state securities lawsthe terms of the notice delivered to the Company; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant may not be transferred to any a person or entity who is deemed by the Board of Directors of the Company, in its reasonable judgment, to be a competitor or prospective 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 to be made in has been made. Notwithstanding the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stockforegoing, this Warrant or the Warrant Stockmay, as applicableto such federal laws, shall not be registered offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Securities Act, provided that the Company shall have been furnished with such information as the Company may requirereasonably 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, as a condition the Holder may transfer the rights granted hereunder, without the consent of allowing such transfer the Company, to (i) that any general or limited partner, member, officer or other Affiliate of the Holder or transferee of this Warrant or the Warrant Stock 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 any entity or organization of which the Holder is a general or transferee execute and deliver limited partner, member, officer or other Affiliate. Subject to compliance with 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 foregoing sentence, this Warrant and all rights hereunderhereunder shall be transferable, in whole or in part, at the principal office of the Company by the Holder in accordance with the foregoing provisionsperson or by its duly authorized attorney, shall be upon surrender of this Warrant properly endorsed. The last holder of this Warrant as registered on the books of the Company to may be maintained for such purpose, upon surrender of treated by the Company and all persons dealing with this Warrant at as the principal office 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 or the office or agency designated by the Company, together with a written assignment any notice to the contrary notwithstanding, unless and until such holder seeks to transfer registered ownership of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantCompany and such transfer is effected.

Transfer of Warrant. This Subject to the other terms hereof and all applicable laws, including the Securities Act, the Warrant Holder may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to freely transfer or assignment of this Warrant and the Warrant Shares in whole or in part to any person Person at any time and from time to time; provided that in no event shall this Warrant or entity who is deemed any Warrant Shares be assigned to be a competitor or prospective competitor of the Company, such determination to be made as determined in good faith by the reasonable judgment Board of Directors of the BoardCompany. If, at the time of the surrender of this The Warrant in connection with any Holder upon transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish must deliver 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 duly executed Warrant Assignment in the form attached as of 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 Warrant at the principal office of the Company or the office or agency designated by to the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant with appropriate changes to reflect such Assignment, in the name or Warrants names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred or assigned, in the name of the assignee or assignees and in the denomination specified in such instrument of assignmentWarrant Holder, and shall issue to upon the assignor a Company’s execution and delivery of such new Warrant evidencing the portion of this Warrant not so assignedWarrant, and this Warrant shall promptly be cancelled; and provided that any assignee shall have all of the rights of an Initial Holder hereunder. Following a The Warrant Holder shall pay any transfer that complies tax imposed in connection with the requirements such assignment (if any). Any transfer or exchange of this Section 4, Warrant shall be without charge to the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a (except as provided above with respect to transfer taxes, if any) and any new Warrant on issued shall be dated the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantdate hereof.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; provided, however, that the Company may withhold its consent conditions set forth in Section 4(d) hereof and to transfer or assignment the provisions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor Section 5.1 of the CompanyPurchase Agreement, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that The Corporation agrees to maintain books for the Company may withhold its consent to transfer or assignment ------------------- registration of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor transfers of the CompanyWarrants, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with and any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereundertransfer, in whole or in part, in accordance with the foregoing provisions, of this Warrant and all rights hereunder shall be registered on the books of the Company to be maintained for such purposebooks, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, Corporation together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or his, her or its attorney-in-fact duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company Corporation shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following Notwithstanding the foregoing, a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered holder without having a new Warrant on issued. This Warrant may not be transferred in whole or in part, and the books Corporation shall not be required to register any transfers unless the Corporation has received an opinion of counsel selected by the transferor (who may be an employee of such party) and reasonably satisfactory to the Corporation that such transfer is exempt from the registration requirements of the CompanySecurities Act. This Section 4 shall survive If the exercise Warrantholder delivers to the Corporation an opinion of counsel selected by such holder (who may be an employee of such holder) and reasonably acceptable to the Corporation, that no subsequent transfer of the Warrant will require registration under the Securities Act, the Corporation will promptly deliver to such holder or expiration his, her or its designee, new Warrants in exchange for the Warrant delivered by such holder, which will not bear the Securities Act legend set forth at the beginning of the first page of the Warrant, and thereafter no further opinions of counsel shall be required in connection with the subsequent transfer of such Warrant.

Transfer of Warrant. This Subject to Section 3.5 below, the Warrant may only shall be transferred in freely transferable, subject to compliance with federal and state securities all applicable laws; provided, howeverincluding, that but not limited to, the Company may withhold its consent to transfer or assignment Securities Act of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of 1933, as amended (the Company, such determination to be made in the reasonable judgment of the Board“Act”). If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockWarrant, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) transfer, that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is (which counsel shall be reasonably acceptable to the Company Company, provided, that any law firm having at least 100 lawyers, including associates and partners, shall be deemed acceptable) to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder is exempt from or transferee execute and deliver not subject to the Company an investment letter in form and substance acceptable to registration requirements of Section 5 of 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 Warrant at the principal office of the Company referred to in Section 1.2 or the office or agency designated by the CompanyCompany pursuant to Section 4.1, together with a written assignment of this Warrant substantially in the form of Exhibit C B hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 43.4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This Warrant and the Warrant Stock issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Warrant Stock) may only be transferred 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 federal and state applicable securities laws; provided, however, that an opinion of counsel shall not be required 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 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. A transfer may withhold its consent be registered with the Company by submission to transfer or assignment 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 Assignment Form so completed and executed, the Company will issue and deliver to any person or entity who is deemed to be the transferee a competitor or prospective competitor of new warrant (representing the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender portion of this Warrant so 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 connection the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new warrant that entitles the transferring holder to purchase the balance of this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the 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 upon providing Company with written notice, any subsequent Holder of this Warrant or any part hereof may transfer all or part of this Warrant or the resale 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 or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable for reissuance to the Company to the effect that such transfer may be made without registration under the Securities Act, transferee(s) (ii) that the and 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 Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantapplicable).

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that or assigned by the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderHolder, in whole or in part, provided that such transfer or assignment is in accordance compliance with the foregoing provisions, any restrictive legend set forth hereon. Such transfer shall be registered on effected without charge to the books of the Company to be maintained for such purpose, Holder hereof upon surrender of this Warrant with a properly executed assignment at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentthereafter, the Company shall execute and deliver issue a new Warrant or Warrants warrant registered in the name of the assignee or assignees and transferee. If the Warrant is being transferred in part the Company shall issue new warrants, in each case evidencing the right to purchase the appropriate number of shares of Warrant Stock, registered in the denomination specified in such instrument names of assignmentthe Holder and the transferee, and shall issue to the assignor a new Warrant evidencing the portion as applicable. Upon any transfer of all or any part of this Warrant not so assignedto any transferee, such transferee shall be deemed the "Holder" of such warrant as such term is used herein and shall be deemed the owner thereof for all purposes. Each Holder, by taking or holding this Warrant, consents and agrees to be bound by the provisions of this Warrant and consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4have been so endorsed, the Warrant may be exercised treated by a new Holder the Company, at the Company's option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the purchase of shares of Common Stock regardless of whether person entitled to exercise the Company issued rights represented by this Warrant, or registered a new Warrant to the transfer hereof on the books of the Company. This Section 4 shall survive Company any notice to the exercise or expiration of contrary notwithstanding, but until such transfer on such books, the WarrantCompany may treat the registered owner hereto as the owner for all purposes.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockShares, this Warrant or the Warrant StockShares, as applicable, shall not be registered under the Securities ActAct 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 Stock 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 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 Warrant at to the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This Neither this Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment nor any Warrant Shares issued upon exercise of this Warrant to shall be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or entity who commencement of sales of the offering pursuant to which this Warrant is deemed to be a competitor being issued, except the transfer of any security: (i) by operation of law or prospective competitor by reason of reorganization of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 to any FINRA member firm participating in the Holder or transferee execute offering and deliver the officers and partners thereof, if all securities so transferred remain subject to the Company an investment letter lock-up restriction in form and substance acceptable to this Section 7(a) for the Company and substantially in remainder of the form attached as Exhibit B hereto and time period; (iii) that if the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer aggregate amount of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books securities of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed held by the Holder or its attorneyrelated person do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-inrata 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-fact up restriction in this Section 7(a) for the remainder of the time period. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and funds sufficient to pay any transfer taxes payable deliver upon the making order of such transfer. Upon such surrender 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 requiredless than the total number of Warrant Shares then underlying this Warrant is being transferred, such payment, the Company shall execute and deliver a new Warrant or Warrants (in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue accordance with Section 7(d)) to the assignor a new Holder representing the right to purchase the number of Warrant evidencing the portion of this Warrant Shares not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantbeing transferred.

Transfer of Warrant. This Warrant may only be transferred in Subject to compliance with applicable federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to laws and any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 other contractual restrictions between the Company and substantially the Holder contained herein and 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 Investor Rights Agreement, this Warrant and all rights hereunderhereunder are transferable, in whole or in part, by the Holder to any Permitted Transferee upon written notice to the Company. Within a reasonable time after the Company’s receipt of (x) an executed Assignment Form in accordance with the foregoing provisionsform attached hereto, (y) the written opinion of counsel to the Holder in form and substance reasonably satisfactory to the Company that the transferee of the Warrant will be an eligible S corporation holder and (z) the execution by the Permitted Transferee of a Joinder to the Investor Rights Agreement in form and substance reasonably satisfactory to the Company, the transfer shall be registered recorded on the books of the Company to be maintained for such purpose, upon the surrender of this Warrant at the principal office of Warrant, properly endorsed, to the Company or at its principal offices, and the office or agency designated by payment to the Company, together with a written assignment Company of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any all transfer taxes payable upon the making of and other governmental charges imposed on such transfer. Upon such surrender and, if required, such paymentIn the event of a partial transfer, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing holders one or more appropriate new warrants. The Company will at no time close its transfer books against the portion transfer of this Warrant not so assigned, and or of any Shares issued or issuable upon the exercise of this Warrant shall promptly be cancelled. Following a transfer that complies in any manner which interferes with the requirements timely exercise of this Warrant. For purposes of this Section 412, “Permitted Transferee” shall mean any direct or indirect affiliate of the Warrant may be exercised by a new Holder, Equity Group Investments, L.L.C. or Xxxxxx Xxxx; any direct or indirect member of the Holder and any direct or indirect affiliate thereof; any senior employee of Equity Group Investments, L.L.C. and any direct or indirect affiliate thereof; and Xxxxxx Xxxx and his spouse, lineal ancestors and descendants (whether natural or adopted), any trust or retirement account primarily for the purchase benefit of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantXxxxxx Xxxx and/or his spouse, lineal ancestors and descendants and any private foundation formed by Xxxxxx Xxxx.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that The Corporation agrees to maintain books for the Company may withhold its consent to transfer or assignment registration of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor transfers of the CompanyWarrants, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with and any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereundertransfer, in whole or in part, in accordance with the foregoing provisions, of this Warrant and all rights hereunder shall be registered on the books of the Company to be maintained for such purposebooks, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, Corporation together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or his, her or its attorney-in-fact duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company Corporation shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following Notwithstanding the foregoing, a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered holder without having a new Warrant on issued. This Warrant may not be transferred in whole or in part, and the books Corporation shall not be required to register any transfers unless the Corporation has received an opinion of counsel selected by the transferor (who may be an employee of such party) and reasonably satisfactory to the Corporation that such transfer is exempt from the registration requirements of the CompanySecurities Act. This Section 4 shall survive If the exercise Warrantholder delivers to the Corporation an opinion of counsel selected by such holder (who may be an employee of such holder) and reasonably acceptable to the Corporation, that no subsequent transfer of the Warrant will require registration under the Securities Act, the Corporation will promptly deliver to such holder or expiration his, her or its designee, new Warrants in exchange for the Warrant delivered by such holder, which will not bear the Securities Act legend set forth at the beginning of the first page of the Warrant, and thereafter no further opinions of counsel shall be required in connection with the subsequent transfer of such Warrant.

Transfer of Warrant. This Warrant may only be transferred Subject to the transfer conditions referred to in compliance with federal the legends endorsed hereon, the terms and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor conditions of the CompanyInvestor’s Rights Agreement and Section 9(b) hereof, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with by the foregoing provisions, shall be registered on Holder without charge to the books of the Company to be maintained for such purposeHolder, upon surrender of this Warrant at the principal office of to the Company or at its then principal executive offices with a properly completed and duly executed Assignment in the office or agency designated by the Companyform attached hereto as Exhibit B, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon described in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant Warrant, if any, not so assigned, assigned and this Warrant shall promptly be cancelled. Following The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and not with a transfer view towards resale or distribution and that complies it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933. This Warrant and all Warrant Shares issued upon exercise hereof (unless registered under the Securities Act of 1933) shall be stamped or imprinted with the requirements legend indicated on the first page of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This Warrant may only be transferred in Subject to compliance with applicable federal and state securities laws; provided, howeverthe Holder may, that the Company may withhold its consent from time to time, transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockUnderlying Shares, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereundereach case, in whole or in part, in accordance with by giving the foregoing provisions, shall be registered on the books Company a written notice of the portion of the Warrant or the shares of the Underlying Shares being transferred, such notice to set forth the name, address and taxpayer identification number of the transferee, the anticipated date of such transfer, and surrendering this Warrant or the certificates or book-entry records representing shares of the Underlying Shares, as applicable, to the Company for reissuance to be maintained for such purpose, upon the transferee(s). Upon surrender of this Warrant by a Holder to the Company for transfer, in whole or in part, the Company shall issue a new warrant to such Holder in such denomination as shall be requested by such Holder covering the number of Underlying 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 principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially notice specifying the names and denominations in the form of Exhibit C hereto duly executed which new Warrants are to be issued, signed by the Holder or its agent or attorney-in-fact and funds sufficient . Subject to pay compliance with this Section 8 as to any transfer taxes payable upon the making of which may be involved in such transfer. Upon such surrender and, if required, such paymentdivision or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the name 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 assignee or assignees and in the denomination specified in such instrument of assignment, Initial Issuance Date and shall issue be identical with this Warrant except as to the assignor a new Warrant evidencing the portion number of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantUnderlying Shares issuable pursuant thereto.

Transfer of Warrant. This Warrant and the Warrant Stock issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Warrant Stock) may only be transferred 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 federal and state applicable securities laws; provided, however, that an opinion of counsel shall not be required 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 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. A transfer may withhold its consent be registered with the Company by submission to transfer or assignment 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 Assignment Form so completed and executed, the Company will issue and deliver to any person or entity who is deemed to be the transferee a competitor or prospective competitor of new warrant (representing the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender portion of this Warrant so 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 connection the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new warrant that entitles the transferring holder to purchase the balance of this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the 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 upon providing Company with written notice, any transfer subsequent Holder of this Warrant or the resale of the Warrant Stock, this Warrant any part hereof may transfer all or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee part of this Warrant or the Warrant Stock as issuable upon exercise of this Warrant (or the case may besecurities issuable directly or indirectly, furnish 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 a written opinion of counsel that is reasonably acceptable for reissuance to the Company to the effect that such transfer may be made without registration under the Securities Act, transferee(s) (ii) that the and 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 Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantapplicable).

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) pursuant to an effective registration statement under the 1933 Act, (b) to the Company, (c) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a "qualified institutional buyer" in compliance accordance with federal and Rule 144A of the 1933 Act, (e) outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act, (f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act (if available) or (g) pursuant to another available exception from the registration requirements of the Securities Act, subject to the Company's right prior to any such offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to it that does not require registration under the 1933 Act or applicable state securities laws; provided, however, that and the holder shall furnish to the Company may withhold its consent an opinion to transfer such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or assignment of transfer. If this Warrant is to be transferred, the Holder shall surrender this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination whereupon the Company will 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 then 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 the number of Warrant Shares not being transferred and the transferee shall agree to be made bound by the terms hereof. No transfer of a Warrant to any Person shall be effective if such transfer would, in the reasonable judgment of the Board. IfCompany, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 Warrant at the principal office of require the Company or the office or agency designated by the Company, together with a written assignment any of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient subsidiaries to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue become subject to the assignor a new Warrant evidencing reporting requirements under the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantExchange Act.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment Warrant Shares issuable upon exercise of this Warrant shall be freely transferable, subject to any person or entity who is deemed compliance with this Section 11, the Investment Agreement, the Registration Rights Agreement and all applicable laws, including, but not limited to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the BoardSecurities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockShares, this Warrant or the Warrant StockShares, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 ActAct (provided that, in the event that the Warrant or Warrant Shares are to be transferred to an affiliate of the Holder, no such written opinion of such Holder's counsel shall be required; provided further that, the Holder and/or the proposed transferee shall provide any documentation and/or back-up certificates reasonably requested by counsel to the Company in order that counsel to the Company may render any opinion as may be required by the Company's transfer agent), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit B Attachment 2 hereto and (iii) in the event that the Holder has elected to transfer registration rights to such transferee, the transferee shall agree in writing to be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and bound by all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company terms and obligations under, and to be maintained for such purpose, upon surrender of this Warrant at the principal office receive all of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentbenefits under, the Company shall execute and deliver Registration Rights Agreement as a new holder of 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 the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantShares thereunder.

Transfer of Warrant. This Warrant may only be transferred to another Person on or after the Exercise Date and subject to, and in compliance with federal accordance with, this Section 2.2 and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the BoardSection 1.4. If, at the time of the surrender of this Warrant in connection with any Any attempted transfer of this Warrant occurring prior to the Exercise Date, or the resale any attempted transfer of the Warrant Stock, this Warrant or which is not in accordance with this Section 2.2 and Section 1.4, shall be null and void and the Warrant Stock, as applicable, transferee shall not be registered under entitled to exercise any of the Securities Act, rights of the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee holder of this Warrant or Warrant. The Corporation agrees to maintain books for the Warrant Stock as registration of 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 hereunderhereunder shall be registered, 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 purposebooks, upon surrender of this Warrant at the Corporation’s principal office of or such other location as the Company or the office or agency designated by the CompanyCorporation shall designate in accordance with this Section 2.2, together with a written assignment of this Warrant Warrant, substantially in the form of Exhibit C the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney-in-fact fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the Financial Industry Regulatory Authority, and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.2, the Company Corporation (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees and in the denomination denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with Without limiting the requirements of this Section 4foregoing, the Holder and each Person to whom this Warrant may be exercised is subsequently transferred represents and warrants to the Corporation and agrees (by a new Holder for acceptance of such transfer) that it will not transfer this Warrant unless: (i) there is an effective registration statement under the purchase Securities Act and applicable state securities laws covering any such transaction; (ii) pursuant to Rule 144; or (iii) the Corporation receives an opinion of shares of Common Stock regardless of whether counsel, reasonably acceptable to the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantCorporation, that an exemption from such registration is available.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; providedthe conditions set forth in Section 4(d) hereof, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) may be sold, transferred or otherwise disposed of to any Person, in whole or in part, in accordance with by the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, Holder upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; provided, however, that the Company may withhold its consent conditions set forth in Section 4(d) hereof and to transfer or assignment the provisions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor Section 7 of the CompanyPurchase Agreement, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in (a) Subject to the Holder’s appropriate compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of restrictive legend on this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of and the Company, such determination to be made transfer restrictions set forth herein and in the reasonable judgment of the Board. IfPurchase Agreement, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto an Assignment Form duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer; provided, however, that no Warrants for fractional Warrants shall be transferred. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 two (2) Trading Days of the date the Holder delivers an Assignment Form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided(nn) Transferability. Until the effectiveness date of the Shelf Registration Statement, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of filed with the CompanySEC, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with the Registration Rights Agreement entered into by and between Real Estate Strategies L.P., IRSA Inversiones y Representaciones Sociedad Anónima, and Supertel Hospitality, Inc., dated as of January 31, 2012, and subject to compliance with any transfer of this Warrant or the resale of the Warrant Stockapplicable securities laws, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance to Holder’s Affiliates or, with the foregoing provisionsconsent of a majority of the 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 (“Permitted Transferees”), such approval shall not be unreasonably withheld by such Directors (if approval is withheld, such reasons for withholding approval shall be registered on presented in writing to the books of the Company to Holder). Such transfer will be maintained for such purpose, accomplished upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4The Warrant, the Warrant if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on issued. Once the books of the Company. This Section 4 Warrants have been registered, such Board consent shall survive the exercise or expiration of the Warrantno longer be required.

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) pursuant to an effective registration statement under the 1933 Act, (b) to the Company, (c) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, (d) to a “qualified institutional buyer” in compliance accordance with federal and Rule 144A of the 1933 Act, (e) outside the United States in accordance with Rule 904 of Regulation S of the 1933 Act, (f) pursuant to the exemption from registration provided by Rule 144 under the 1933 Act (if available) or (g) pursuant to another available exception from the registration requirements of the Securities Act, subject to the Company’s right prior to any such offer, sale or transfer pursuant to clause (g) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to it that does not require registration under the 1933 Act or applicable state securities laws; provided, however, that and the holder shall furnish to the Company may withhold its consent an opinion to transfer such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or assignment of transfer. If this Warrant is to be transferred, the Holder shall surrender this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination whereupon the Company will 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 then 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 the number of Warrant Shares not being transferred and the transferee shall agree to be made bound by the terms hereof. No transfer of a Warrant to any Person shall be effective if such transfer would, in the reasonable judgment of the Board. IfCompany, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 Warrant at the principal office of require the Company or the office or agency designated by the Company, together with a written assignment any of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient subsidiaries to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue become subject to the assignor a new Warrant evidencing reporting requirements under the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantExchange Act.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal Subject to Section 9 herein and state applicable securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with at the foregoing provisions, shall be registered on the books agency or office of the Company to be maintained for such purposedesignated by the Company, by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at properly endorsed. Subject to Section 9 herein and applicable securities laws, each taker and Holder of this Warrant, by taking or holding the principal office of same, consents and agrees that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed the Holder hereof may be treated by the Company or the office or agency designated by the Company, together and all other persons dealing with a written assignment of this Warrant substantially in as the form of Exhibit C hereto duly executed absolute owner hereof for any purposes and as the person entitled to exercise the rights represented by the Holder this Warrant, or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant hereof on the books of the Company, any notice to the contrary notwithstanding; but until each transfer on such books, the Company may treat the registered Holder hereof as the owner hereof for all purposes. This Subject to the provisions of Section 4 shall survive 9 herein, and upon providing Company with written notice, Holder or Silicon Valley Bancshares (if applicable) may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or expiration the securities issuable, directly or indirectly, upon conversion of the WarrantShares, if any) to The Silicon Valley Bank Foundation, or to any affiliate of Holder, by providing to the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

Transfer of Warrant. This Subject to any restrictions under applicable law (including, for the avoidance of doubt, the ASX Listing Rules and the Corporations Act) arising because of the identity of a particular proposed transferee, if this Warrant may only is to be transferred in compliance with federal transferred, the Holder must assign and state securities laws; provided, however, that novate this agreement to the Company may withhold its consent to transfer or assignment of 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 any person or entity who is deemed to be a competitor or prospective competitor of 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 determination transferee to be made make substantially similar warranties to the warranties set forth in the reasonable judgment 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 Board. IfHolder a new Warrant (in accordance with Section 6(d)), at registered as the time Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the surrender 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, the Holder shall, in connection with any such transfer, furnish the Company (at the Holder’s expense) with (A) if such transfer of this Warrant or the resale is being made to a transferee that is an "accredited investor" (as defined in Regulation D of the Warrant Stock, this Warrant or the Warrant StockU.S. Securities Act of 1933, as applicableamended), shall 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 be registered under the Securities Actsatisfied, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee an opinion of this Warrant or the Warrant Stock as the case may becounsel, furnish reasonably satisfactory to the Company a written opinion of counsel that is reasonably acceptable to the Company Company, to the effect that such transfer may be made without disposition will not require registration of such securities under the Securities Act, Act or (ii) a “no action” letter from the Securities and Exchange Commission (the “SEC”) to the effect that the Holder or transferee execute and deliver to transfer of such securities without registration will not result in a recommendation by the Company an investment letter in form and substance acceptable to staff of the Company and substantially in SEC that action be taken with respect thereto. Without limiting 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 foregoing, all transfers of this Warrant must be in compliance with all applicable securities laws and all rights hereunder, in whole or in part, in accordance with must be to persons who are able to make and give the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially warranties and acknowledgements set out in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantExercise Notice.

Transfer of Warrant. This The Warrant Holder may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale any Shares issued with respect hereto (a) to an Affiliate of such Warrant Holder (and if such transferee fails at any time to remain an Affiliate of the original Warrant StockHolder, this such transferee shall be obligated to transfer the Warrant or the Warrant StockShares issued with respect thereto, as applicable, shall not be registered under to the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the original Warrant Holder or transferee an Affiliate thereof absent consent of this the Company’s Board of Directors) or (b) in compliance with the provisions of the XXX. The Warrant or Holder upon transfer of the Warrant Stock as the case may be, furnish must deliver 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 duly executed Warrant Assignment in the form attached as of 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 Warrant at the principal office of the Company or the office or agency designated by to the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant with appropriate changes to reflect such assignment, in the name or Warrants names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred or assigned, in the name of the assignee or assignees and in the denomination specified in such instrument of assignmentWarrant Holder, and shall issue to upon the assignor a Company’s execution and delivery of such new Warrant evidencing the portion of this Warrant not so assignedWarrant, and this Warrant shall promptly be cancelled; and provided that any assignee shall have all of the rights of an Initial Holder hereunder. Following a The Warrant Holder shall pay any transfer that complies tax imposed in connection with the requirements such assignment (if any). Any transfer or exchange of this Section 4, Warrant shall be without charge to the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a (except as provided above with respect to transfer taxes, if any) and any new Warrant on issued shall be dated the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantdate hereof.

Transfer of Warrant. This Warrant may only be transferred in Subject to compliance with federal the terms and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment conditions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the CompanySection 10, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in partwhole, in accordance with without charge to the foregoing provisions, shall be registered on the books of the Company to be maintained holder hereof (except for such purposetransfer taxes), upon surrender of this Warrant at 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 principal office exercise of this Warrant prior to registration of such Warrant or Shares, the holder hereof agrees to give written notice to the Company or prior thereto, describing briefly the office or agency designated by the Companymanner thereof, together with a written assignment opinion of such holder’s counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant substantially 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 the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient order to pay any transfer taxes payable upon the making of ensure compliance with such transferlaw. Upon receiving such surrender andwritten notice and reasonably satisfactory opinion or other evidence, if requiredso requested, the Company, as promptly as practicable, shall notify such paymentholder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to 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 execute and deliver a new so notify the holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant or Warrants the Shares transferred in accordance with this Section 10 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the name aforesaid opinion of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder counsel for the purchase of shares of Common Stock regardless of whether the holder, such legend is not required in order to ensure compliance with such laws. The Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantmay issue stop transfer instructions to its transfer agent in connection with such restrictions.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish Subject to the Company a written opinion of counsel that is reasonably acceptable to terms and conditions hereof, including the Company to the effect that such restrictions on transfer may be made without registration under the Securities Actset forth in Section 7(c), (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 hereunderhereunder are transferable, in whole or in part, in accordance with without charge to the foregoing provisions, shall be registered on the books of the Company to be maintained for such purposeHolder, upon surrender of this Warrant with a properly executed assignment (in the form attached hereto as Exhibit B) at the principal office of the Company Company. Any transfer or assignment of this Warrant (and the office or agency designated 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 of a legal opinion reasonably satisfactory to the Company confirming such compliance. If 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 written assignment 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 substantially is being transferred, a new Warrant (in accordance with Section 7(e)) to the form Holder representing the right to purchase the number of Exhibit C hereto 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 Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon transferee whereby such transferee makes the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants representations set forth in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion Section 19 of this Warrant and agrees to be bound by all obligations of the Holder under this Warrant.Any transfer of the Warrant or Warrant Shares which is not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies made in accordance with the requirements terms of this Section 4, the Warrant may 7 shall be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantvoid.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that all rights hereunder are not transferable unless the Company may withhold its Warrantholder obtains the written consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in . Upon the reasonable judgment of the Board. If, at the time of the Company’s written consent and surrender of this Warrant in connection with any transfer of this Warrant or the resale of properly endorsed; the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not may be registered under the Securities Act, the Company may require, as a condition of allowing transferred provided that: (a) such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 must 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, effected in accordance with applicable securities laws and (b) the foregoing provisionsCompany is, shall be registered on the books within a reasonable time after such transfer, furnished with written notice of the Company to be maintained for such purpose, upon name and address of the transferee. Upon surrender of this Warrant at the principal office of the Company or the office or agency designated by Warrant, the Company, together with a written assignment at the expense of this Warrant substantially in the form of Exhibit C hereto duly executed by transferee or transferor hereof, as the Holder or its attorney-in-fact transferee and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender andtransferor may decide between themselves, if required, such payment, the Company shall execute will issue and deliver to, on the order of the transferee, a new Warrant or Warrants in the name of the assignee such transferee or assignees and as such transferee (on payment by such transferee of any applicable transfer taxes) may direct, calling in the denomination specified in such instrument aggregate on the face thereof for the number of assignment, and shall issue to Shares called for on the assignor a new Warrant evidencing the portion face of this Warrant not upon surrender. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when so assignedendorsed in blank, shall be deemed negotiable, and, when so endorsed such holder hereof may be treated by the Company and all other persons dealing with this Warrant shall promptly be cancelled. Following a 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 that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant hereof on the books of the Company, any notice to the contrary notwithstanding; but until each such transfer on such books, the Company may treat the registered holder hereof as the owner hereof for all purposes. This Any attempted assignment in violation of this Section 4 9 shall survive the exercise or expiration of the Warrantbe null and void.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; provided, however, that the Company may withhold its consent conditions set forth in Section 4(d) hereof and to transfer or assignment the provisions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor Section 4.1 of the CompanyPurchase Agreement, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Companyissued. This Section 4 shall survive the exercise or expiration of the Warrant.b)

Transfer of Warrant. This Warrant may only be transferred in Subject to the Holder’s appropriate compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of restrictive legend on this Warrant to any person or entity who is deemed to be a competitor or prospective competitor and the transfer restrictions set forth herein and in the Purchase Agreement, and following obtainment of the CompanyRequisite Stockholder Approval, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of attached hereto as Exhibit C hereto B duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 two (2) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on issued. For the books avoidance of doubt, this Warrant shall not be transferable in accordance with this Section 4(a) unless and until the Company. This Section 4 shall survive the exercise or expiration of the WarrantRequisite Stockholder Approval has been obtained.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; providedthe conditions set forth in Section 3.00(d) hereof, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Companyissued. This Section 4 shall survive the exercise or expiration of the Warrant.b)

Transfer of Warrant. This Subject to the provisions of Section 4 hereof, this Warrant (or the shares) may only be transferred transferred, in compliance whole or in part, to any person or business entity, by presentation of the Warrant to the Company with federal and state securities lawswritten instructions for such transfer; provided, provided however, that the Company may withhold its consent if Holder elects to transfer or assignment of this Warrant to any person or entity who is deemed other than an affiliate of Holder, such transfer shall be subject to be a competitor or prospective competitor rights of first refusal in favor of the CompanyCompany and its shareholders, such determination as more particularly set forth in this Section. Prior to be made in the reasonable judgment any proposed transfer by Holder of any of the BoardWarrant, Holder shall give the Company written notice (a "Sales Notice") of its intention to transfer. If, at the time The Sales Notice shall contain all of the surrender transfer terms, including, but not limited to, the name(s) and address(es) of this Warrant in connection with any transfer the prospective transferees, the purchase price and the other terms and conditions of this Warrant payment (or the resale purchase price or basis for determining the same and other terms and conditions), the date on or about the transfer of the Warrant Stockis to occur, this Warrant or and the portion of the Warrant Stock, as applicable, shall not to be registered under the Securities Act, the Company may require, as transferred. Within fifteen (15) days after delivery of a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish Sales Notice 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 Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute 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 copy of the Sales Notice and deliver (ii) a new pro rata allocation of the Warrant that 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 specified number of additional remaining portion of the Warrant, if any, not purchased by other shareholders). After such fifteen (15) day period, if the Company does not receive any or Warrants 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 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 purchase in the name aggregate of such remaining portion of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue Warrant at least equal to the assignor a new Warrant evidencing the total remaining portion of this the Warrant. Within ten (10) days after delivery of such notice, the Company shall notify each shareholder obligated to purchase its pro rata allocation of the remaining portion of the Warrant not so assigned, and this which it is obligated to purchase. Payment for the Warrant shall promptly be cancelledby check, or wire transfer, against delivery of the Warrant. Following a transfer that complies with The Company and each shareholder shall have the requirements right to pay Holder the fair market value (as determined in good faith by the Board of this Section 4, Directors of the Warrant may be exercised Company) of any non-cash consideration offered by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant. To effect a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration transfer of the Warrant.

Transfer of Warrant. This The Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to Holder upon transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish must deliver 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 duly executed 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 Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially Assignment in the form of Exhibit C hereto duly executed EXHIBIT B, with, in the case of any transfer other than a transfer by the an Initial Holder or its attorney-in-fact and Affiliates, funds sufficient to pay any transfer taxes payable tax imposed in connection with such assignment (if any), and upon surrender of this Warrant Certificates to the making of such transfer. Upon such surrender and, if required, such paymentCompany, the Company shall execute and deliver a new Warrant Certificate or Warrants Certificate in the form of this Warrant Certificate with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder's entire interest is not being transferred or assigned, in the name of the assignee or assignees and in the denomination specified in such instrument of assignmentWarrant Holder, and shall issue to upon the assignor a Company's execution and delivery of such new Warrant evidencing the portion of Certificate or Certificates, this Warrant not so assigned, and this Warrant Certificate shall promptly be cancelled; and PROVIDED that only an assignee which is an Affiliate of an Initial Holder shall have the rights limited to an Initial Holder hereunder. Following a Any transfer that complies or exchange of this Warrant Certificate shall be without charge to the Warrant Holder (except as provided above with respect to transfer taxes, if any) and any new Warrant Certificate or Certificates issued shall be dated the date hereof. Any transfer of this Warrant shall be in compliance with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantother provisions hereof.

Transfer of Warrant. This Warrant may only be transferred in (a) Subject to the Holder’s appropriate compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of restrictive legend on this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of and the Company, such determination to be made transfer restrictions set forth herein and in the reasonable judgment of the Board. IfPurchase Agreement, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or its designated agent, and the office or agency designated by Company shall register the Company, together with a written assignment 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 of Exhibit C attached hereto as Attachment B duly executed 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 Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfertransferee. Upon any such surrender andregistration or transfer, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants to purchase Common Stock, in substantially the name form of the assignee or assignees and in the denomination specified in this Warrant (any such instrument of assignmentnew Warrant, and shall issue to the assignor a new Warrant “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so assignedtransferred, and 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 shall promptly be cancelled. Following a transfer that complies with to the requirements of Company unless the Holder has assigned this Section 4Warrant in full, in which case, the Holder shall surrender this Warrant may 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 exercised deemed the acceptance by such transferee of all of the rights and obligations of a new Holder 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 of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This so transferred in accordance with this Section 4 shall survive the exercise or expiration of the Warrant5.

Transfer of Warrant. This If this Warrant may only is to be transferred in compliance with federal and state securities laws; providedtransferred, however, that the Company may withhold its consent to transfer or assignment of Holder shall surrender this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in whereupon the reasonable judgment Company will forthwith issue and deliver upon the order of the BoardHolder 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 the number of Warrant Shares not being transferred. If, at the time The rights and obligations of the surrender of this Warrant in connection Registration Rights Agreement may be assigned and transferred with any transfer of this Warrant upon the agreement of such transferee to be joined to and bound by such Registration Rights Agreement, provided, that for the avoidance 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 further, in the event of any disagreement between the Company and Holder (or the resale any holder(s) of the Warrant Stock, a warrant(s) issued upon transfer(s) for this Warrant or such other warrant(s)) or between the Warrant Stock, as applicable, shall not be registered under Company and any party to the Securities ActRegistration Rights Agreement, the Company may require, as a condition interpretation of allowing such transfer this Warrant (iand any other warrant(s) that the Holder or transferee issued upon transfer(s) of this Warrant or such other warrant(s)) shall be governed exclusively by the Warrant Stock as the case may be, furnish to the Company a written opinion agreement 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 holders of warrants representing a majority of remaining Aggregate Exercise Price amounts under such warrants (this proviso is the “Interpretation Proviso”). For the abundance of clarity, there is no restriction on the assignment and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer transfer of this Warrant and all rights hereunderthe Registration Rights Agreement, in whole or in partother than as provided by law, in accordance with rule and regulation and any specific agreements between the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by Holder and the Company, together with including those binding on Holder as a written assignment result of receiving this Warrant substantially in the form directly or indirectly as a result of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver from 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 the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantprior holder.

Transfer of Warrant. This Warrant may only be transferred in Prior to the Expiration Time and subject to compliance with federal applicable laws, this Warrant and state securities laws; providedall rights hereunder are transferable by the holder hereof, howeverin whole or in part, that at the office or agency of the Company referred to in Section 1 hereof. Any such transfer shall be made upon surrender of this Warrant together with the Assignment Form attached hereto properly executed, endorsed and guaranteed. Notwithstanding the foregoing, the Company may withhold its consent to prohibit the transfer or assignment of this Warrant and the rights hereunder to any person more than a single transferee or entity who is deemed to a transferee which the Company reasonably believes to be a competitor an actual or prospective potential competitor of the Company, such determination . The Company shall not be required to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with effect any transfer of this Warrant or the resale rights hereunder unless the transferor and transferee provide the Company with an opinion of counsel that such transfer is in compliance with applicable Federal and state securities laws, or provide the Company with information and representations sufficient for the Company to make such determination; provided, however, that Holder -------- ------- may transfer all or part of this Warrant to its affiliates, including, without limitation, Imperial Bancorp, at any time without notice to the Company and without any legal opinion, and such affiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the Company shall cooperate fully in ensuring that any stock issued upon exercise of this warrant is issued in the name of the Warrant Stock, this Warrant or affiliate that exercises the Warrant Stock, as applicable, Warrant. The company shall not be registered under the Securities Act, the Company may require, as a condition of allowing such required to effect any transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 rights hereunder unless the transferee be an "accredited investor" as defined shall have agreed 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 writing to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated bound by the Company, together with a written assignment of restrictions set forth in this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act") or 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 only not be sold or otherwise 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 applicable Blue Sky Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the 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 issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws; provided, however, that . Subject to the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stockrestrictions set forth above, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereundertransferred, in whole or in part, in accordance with the foregoing provisionsto any person or business entity, shall be registered on the books by presentation of the Company Warrant to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company (or the office or agency designated by the Company, together other applicable optionor) with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of instructions for such transfer. Upon such surrender and, if required, such paymentpresentation for transfer, the Company (or such other optionor) shall promptly execute and deliver a new Warrant or Warrants in the form hereof in the name of the assignee or assignees and in the denomination denominations specified in such instrument of assignment, and instructions. The Company (or such other optionor) shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies pay all expenses incurred by it in connection with the requirements preparation, issuance and delivery of Warrants under this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantSection.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal Subject to applicable securities and state securities other applicable laws; provided, however, that the Company may withhold its consent to transfer or assignment restriction on Transfer set forth on the first page of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor Warrant, and Article 20 of the Company, such determination to be made in the reasonable judgment Articles of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer Association (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 Shares), this Warrant and all rights hereunderhereunder are transferable, in whole or in part, by the Holder in accordance with person or by duly authorized attorney upon delivery of documentation evidencing the foregoing provisionsassignment and assumption of such Warrant or the applicable portion thereof, which documentation shall be registered on in form and substance reasonably acceptable to the books 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 maintained permitted to sell or otherwise Transfer this Warrant (or 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 in part, the Company shall, promptly following such Transfer, issue a new Warrant to the transferee for the applicable portion of Exercise Shares subject to such purposenew Warrant, upon surrender and shall amend Exhibit A of this Warrant at to reflect the principal office then-remaining number of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed Exercise Shares purchasable by the Holder or hereunder. In the event that this Warrant is transferred by the Holder in its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymententirety, the Company shall execute and deliver shall, promptly following such Transfer, issue 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 the assignor a new Warrant evidencing transferee for the portion entire amount of then-remaining Exercise Shares purchasable under this Warrant not so assignedWarrant, and this Warrant with Holder shall promptly immediately terminate and be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantno further force and effect.

Transfer of Warrant. This Subject to applicable laws, the restriction on transfer set forth on the first page of this Warrant may only be transferred and the provisions of Article VI of the Stock and Warrant Purchase Agreement, this Warrant and all rights hereunder are transferable, in compliance whole or in part, by the Holder or its Affiliates, in person or by duly authorized attorney, upon delivery of this Warrant, the Assignment Form attached hereto and funds sufficient to pay any transfer taxes (in accordance with federal and state securities lawsSection 2.5 hereof) payable upon the making of such transfer, to one or more transferees designated by the Holder; provided, however, that without the prior written consent of the Company may withhold its consent (not to be unreasonably withheld), the Holder shall not transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Boardmore than five (5) transferees. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or Any transferee of this Warrant or the Warrant Stock 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 will sign and deliver to the Company an investment letter in a form that is commercially reasonable, customary for use in similar Portions of this Exhibit were omitted and substance acceptable have been filed separately with the Secretary of the Commission pursuant 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 Company’s application requesting confidential treatment under Rule 501(a) promulgated under 24b-2 of the Securities ActExchange Act of 1934, as amended. Transfer of this Warrant transactions and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company reasonably satisfactory to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4A Warrant, the Warrant if properly assigned, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Exercise Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Subject to applicable laws, the restriction on transfer set forth on the first page of this Warrant may only be transferred and the provisions of Article VI of the Stock and Warrant Purchase Agreement, this Warrant and all rights hereunder are transferable, in compliance whole or in part, by the Holder or its Affiliates, in person or by duly authorized attorney, upon delivery of this Warrant, the Assignment Form Portions of this Exhibit were omitted and have been filed separately with federal the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. attached hereto and state securities lawsfunds sufficient to pay any transfer taxes (in accordance with Section 2.5 hereof) payable upon the making of such transfer, to one or more transferees designated by the Holder; provided, however, that without the prior written consent of the Company may withhold its consent (not to be unreasonably withheld), the Holder shall not transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Boardmore than five (5) transferees. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or Any transferee of this Warrant or the Warrant Stock 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 will sign and deliver to the Company an investment letter in a form that is commercially reasonable, customary for use in similar transactions and substance acceptable reasonably satisfactory 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 Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4A Warrant, the Warrant if properly assigned, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Exercise Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in Subject to compliance with federal the terms and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment conditions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the CompanySection 10, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in partwhole, in accordance with without charge to the foregoing provisions, shall be registered on the books of the Company to be maintained holder hereof (except for such purposetransfer taxes), upon surrender of this Warrant at 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 principal office exercise of this Warrant prior to registration of such Warrant or Shares, the holder hereof agrees to give written notice to the Company or prior thereto, describing briefly the office or agency designated by the Companymanner thereof, together with a written assignment opinion of such holder's counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant substantially 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 the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient order to pay any transfer taxes payable upon the making of ensure compliance with such transferlaw. Upon receiving such surrender andwritten notice and reasonably satisfactory opinion or other evidence, if requiredso requested, the Company, as promptly as practicable, shall notify such paymentholder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to 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 execute and deliver a new so notify the holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant or Warrants the Shares transferred in accordance with this Section 10 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the name aforesaid opinion of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder counsel for the purchase of shares of Common Stock regardless of whether the holder, such legend is not required in order to ensure compliance with such laws. The Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantmay issue stop transfer instructions to its transfer agent in connection with such restrictions.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment Warrant Shares issuable upon exercise of this Warrant shall be freely transferable, subject to any person or entity who is deemed compliance with this Section 11, the Investment Agreement, the Registration Rights Agreement and all applicable laws, including, but not limited to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the BoardSecurities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockShares, this Warrant or the Warrant StockShares, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 ActAct (provided that, in the event that the Warrant or Warrant Shares are to be transferred to an affiliate of the Holder, no such written opinion of such Holder's counsel shall be required; provided further that, the Holder and/or the proposed transferee shall provide any documentation and/or back-up certificates reasonably requested by counsel to the Company in order that counsel to the Company may render any opinion as may be required by the Company's transfer agent), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit B Attachment 2 hereto and (iii) in the event that the Holder has elected to transfer registration rights to such transferee, the transferee shall agree in writing to be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and bound by all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company terms and obligations under, and to be maintained for such purpose, upon surrender of this Warrant at the principal office receive all of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentbenefits under, the Company shall execute and deliver Registration Rights Agreement as a new holder of 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 the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledShares thereunder. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that Subject to the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor provisions of the Company------------------- Subscription Agreement, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable. Such transfer may be made, in whole or in part, in accordance with only upon the foregoing provisions, shall be registered on the books prior written consent of the Company to Company, which consent shall not be maintained for such purposeunreasonably withheld, by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Companyproperly endorsed; provided, together with a written assignment however, that any transferee of this Warrant substantially 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 Exhibit C hereto duly executed Assignment attached hereto, shall be deemed negotiable, and when so endorsed the holder hereof may be treated by the Holder 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 its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant 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. This Section 4 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 survive have notified the Company of the proposed disposition and obtained the Company's prior consent in accordance with the terms above, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may be either inside or outside counsel to the Subscriber) 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 Warrant Stock or Warrant Stock issuable on the exercise or expiration of such rights do not apply to transfers from the beneficial owner of any of the Warrantaforementioned 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 (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 Subscriber at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Subscriber 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 Subscriber or holder of a share 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. This Warrant may only not be assigned, sold, pledged or otherwise transferred in compliance with federal and state securities laws; 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 may withhold and without the consent of the Company: (i) assign or otherwise transfer this Warrant to its consent successor (by merger, consolidation or otherwise) or to a purchaser of all or substantially all of its assets; (ii) assign or otherwise transfer or assignment of this Warrant to any person parent or entity who is deemed 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 competitor Related Entity; or prospective competitor (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, such determination to be made in the reasonable judgment of the Board. IfHolder shall provide, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockHolder’s expense, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer either (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish a written opinion addressed to the Company a written of legal counsel who shall be, and whose legal opinion of counsel that is shall be, reasonably acceptable satisfactory to the Company Company, to the effect that such the proposed transfer of the securities may be made effected without registration under the Securities Act, or (ii) a “no action” letter from the Securities and Exchange Commission (the “Commission”) to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder or transferee execute and deliver shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to the Company an investment letter in form and substance acceptable Company. Notwithstanding anything to the Company contrary set forth herein, no opinion of counsel or no-action letter from the Commission shall be required with respect to any transfer of this Warrant or any Shares issued upon exercise of this Warrant by the Holder if (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and substantially such disposition is made in the form attached as Exhibit B hereto and accordance with such registration statement; (iiiii) that the transferee be an "accredited investor" as defined such disposition is in compliance with Rule 501(a) 144 promulgated under the Securities ActAct (so long as the Company is furnished with satisfactory evidence of compliance with such Rule); or (ii) if such transfer is to a party to whom this Warrant may be transferred pursuant to an Exempt Warrant Transfer. Transfer Any transferee will agree to be bound by the terms of this Warrant consistent with the rights and all rights obligations of the Holder hereunder, including, without limitation, the repurchase rights set forth in whole 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 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 Subsidiary or parent of eBay) in part, in accordance with the foregoing provisions, shall event that (i) PayPal ceases to be registered on a direct or indirect Subsidiary of eBay (a “Spin-Out Event”) and (ii) the books Master Services Agreement is effective at the time of such Spin-Out Event. In the event of the Company to be maintained for transfer of such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together rights in connection with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorneySpin-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentOut Event, the Company shall execute and deliver a agrees to issue new Warrant or Warrants in the name to each of the assignee or assignees Holder and in the denomination specified entity to whom such rights were assigned in such instrument of assignmentSpin-Out Event to appropriately reflect the rights, restrictions and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books obligations of the Company. This Section 4 shall survive the exercise or expiration of the WarrantHolder and such entity following such transfer.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; provided, however, that the Company may withhold its consent conditions set forth in Section 4(d) hereof and to transfer or assignment the provisions of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor Section 4.1 of the CompanyPurchase Agreement, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, the Holder shall not be required to 4880-5083-5797 v.2 physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities Subject to applicable laws; provided, however, that the Company may withhold its consent to restriction on transfer or assignment set forth on the first page of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor and the provisions of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale Article VI of the Warrant StockPurchase Agreement, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable by the Holder, in whole person or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purposeby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C Assignment Form attached hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer, to any transferee designated by Holder. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4A Warrant, the Warrant if properly assigned, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Exercise Shares without having a new Warrant on issued. The Company may require, as a condition of allowing a transfer (i) that the books Holder or transferee of this Warrant, as the Company. This Section 4 case may be, furnish to the Company a written opinion of counsel (which opinion shall survive be in form, substance and scope customary for opinions of counsel in comparable transactions) to the exercise effect that such transfer may be made without registration under the Securities Act and under applicable state securities or expiration of the Warrant.blue

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities Subject to applicable laws; provided, however, that the Company may withhold its consent to restriction on transfer or assignment set forth on the first page of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor and the provisions of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale Article VI of the Warrant StockPurchase Agreement, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable by the Holder, in whole person or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purposeby duly authorized attorney, upon surrender delivery of this Warrant at Warrant, the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C Assignment Form attached hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer, to any transferee designated by Holder. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4A Warrant, the Warrant if properly assigned, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Exercise Shares without having a new Warrant on issued. The Company may require, as a condition of allowing a transfer (i) that the books Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company. This Section 4 shall survive the exercise or expiration of the Warrant., (iii) that the

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to Holder shall not assign or transfer or assignment of this Warrant to or any person or entity who is deemed to be a competitor or prospective competitor of its rights hereunder without the prior written consent of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, which consent shall not be registered under unreasonably withheld, conditioned or delayed, except that Holder shall have the Securities Act, the Company may require, as a condition of allowing such right to assign or transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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, 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 immediately family members of Holder or any trust for the benefit of Hxxxxx, or (d) one or more immediate family members of Holder. Subject to the foregoing, this Warrant and all rights hereunder are transferable, in accordance with whole or in part, at the foregoing provisions, shall be registered on the books office or agency of the Company to be maintained for such purposeby Hxxxxx 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. Subject to the foregoing, this Warrant and all rights hereunder are transferable, in whole or in part, at the principal office of the Company or the office or agency designated of the Company by the CompanyHxxxxx in person or by duly authorized attorney, upon surrender of this Warrant, together with a written the assignment of this Warrant substantially in the form of attached hereto as Exhibit C hereto B duly executed by the Holder or its attorney-in-fact completed and funds sufficient to pay any transfer taxes payable upon the making of such transferexecuted. Upon any such surrender and, if required, such paymentpermitted 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, in the name aggregate, the same number of Warrant Shares as this Warrant then entitles Holder to purchase. The term “Warrant” as used herein includes any such Warrant or Warrants issued by the Company to any such transferee(s). “Affiliate” has the meaning set forth in Rule 12b- 2 of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantExchange Act.

Transfer of Warrant. This Until such time as the shares of Warrant may only be transferred in compliance with federal Stock issuable hereunder shall have been the subject of registration and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered are covered by an effective registration statement under the Securities Act, or there is available (in the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Company a written opinion of counsel that is reasonably to the Issuer or counsel to the Holder, acceptable to the Company to Issuer) an exemption from the effect that such transfer may be made without registration under requirements of the Securities Act, the Warrants shall not be sold, transferred, assigned or hypothecated, in part or in whole (ii) that other than by will or pursuant to the laws of descent and distribution), and then only to registered assigns of 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, thereafter only upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto delivery thereof duly executed endorsed by the Holder or its attorney-in-fact and funds sufficient by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentIn all cases of transfer by an attorney, the Company original power of attorney, duly approved, or an official copy thereof, duly certified, shall execute be deposited with the Issuer. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Issuer in its discretion. Upon any registration 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 name of aggregate the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue right to the assignor purchase a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase like number of shares of Common Stock regardless of whether upon surrender to the Company issued Issuer or registered a new Warrant its duly authorized agent. Notwithstanding the foregoing, the Issuer shall have no obligation to cause Warrants to be transferred on its books to any person if such transfer would violate the books of the Company. This Section 4 shall survive the exercise or expiration of the WarrantSecurities Act.

Transfer of Warrant. This Warrant may only be transferred in Subject to the Holder’s appropriate compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of restrictive legend on this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of and the Company, such determination to be made transfer restrictions set forth herein and in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 Purchase Agreement this Warrant and all rights hereunderhereunder (including, without limitation, any registration rights) are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent, together with a written assignment of this Warrant substantially in the form of attached hereto as Exhibit C hereto B duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 two (2) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered Warrant Shares without having a new Warrant on issued. For the books avoidance of doubt, this Warrant shall not be transferable in accordance with this Section 4(a) unless and until the Company. This Section 4 shall survive the exercise or expiration of the WarrantRequisite Stockholder Approval has been obtained.

Transfer of Warrant. This Warrant may only be transferred to a purchaser subject to and in compliance accordance with federal this Section 2.3, and state securities laws; provided, however, that any attempted transfer which is not in accordance with this Section 2.3 shall be null and void and the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, transferee shall not be registered under entitled to exercise any of the Securities Act, rights of the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee holder of this Warrant or Warrant. The Company agrees to maintain at the Warrant Stock as Agency books for the case may beregistration of such transfers of Warrants, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such and 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 hereunderhereunder shall be registered, 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 purposebooks, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the CompanyWarrant Agency in accordance with this Section 2.3, together with a written assignment of this Warrant Warrant, substantially in the form of Exhibit C the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney-in-fact fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD, and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentof this Warrant in accordance with this Section 2.3, the Company (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees and in the denomination denominations specified in such the instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following Notwithstanding the foregoing, a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered holder without having a new Warrant on issued. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer of this Warrant or the books issuance or delivery of certificates for Common Stock in a name other than that of the Company. This Section 4 shall survive the exercise or expiration registered holder of the this Warrant.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderassigned, in whole or in part, by the Holder provided that such transfer or assignment is in accordance compliance with any restrictive legend set forth hereon. Such transfer will be effected without charge to the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, Holder upon surrender of this Warrant at the principal office of the Company or the office or agency designated by with a properly executed assignment to the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or at its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender principal office, and, if required, such paymentthereafter, the Company shall execute and deliver will issue a new Warrant or Warrants warrant registered in the name of the assignee or assignees and transferee. If this Warrant is being transferred in part, the Company will issue new warrants, in each case evidencing the right to purchase the appropriate number of shares of Warrant Stock, registered in the denomination specified in such instrument names of assignmentthe Holder and the transferee, and shall issue to the assignor a new Warrant evidencing the portion as applicable. Upon any transfer of all or any part of this Warrant not so assignedto any transferee, such transferee will be deemed the "Holder" of such warrant, to the extent transferred, as such term is used herein and will be deemed the owner hereof for all purposes. Each Holder, by taking or holding this Warrant, consents and agrees to be bound by the provisions of this Warrant shall promptly and consents and agrees that (i) this Warrant, when endorsed in blank, will be cancelled. Following a transfer that complies with deemed negotiable, (ii) the requirements bearer of this Section 4Warrant, the when this Warrant is so endorsed, may be exercised treated by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new (at the Company's option) and all other persons dealing with this Warrant, any notice to the contrary notwithstanding, as the absolute owner hereof for all purposes, including the person entitled to exercise all rights represented by this Warrant and to transfer this Warrant on the books of the Company. This Section 4 shall survive ; provided, however, that until any transfer of this Warrant is made on the exercise or expiration books of the WarrantCompany, the Company may treat the registered Holder as the owner of this Warrant for all purposes.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that or assigned by the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderHolder, in whole or in part, provided that such transfer or assignment is in accordance compliance with the foregoing provisions, any restrictive legend set forth hereon. Such transfer shall be registered on effected without charge to the books of the Company to be maintained for such purpose, Holder hereof upon surrender of this Warrant with a properly executed assignment at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentthereafter, the Company shall execute and deliver issue a new Warrant or Warrants warrant registered in the name of the assignee or assignees and transferee. If the Warrant is being transferred in part the Company shall issue new warrants, in each case evidencing the right to purchase the appropriate number of shares of Warrant Stock, registered in the denomination specified in such instrument names of assignmentthe Holder and the transferee, and shall issue to the assignor a new Warrant evidencing the portion as applicable. Upon any transfer of all or any part of this Warrant not so assignedto any transferee, such transferee shall be deemed the “Holder” of such warrant as such term is used herein and shall be deemed the owner thereof for all purposes. Each Holder, by taking or holding this Warrant, consents and agrees to be bound by the provisions of this Warrant and consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4have been so endorsed, the Warrant may be exercised treated by a new Holder the Company, at the Company’s option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the purchase of shares of Common Stock regardless of whether person entitled to exercise the Company issued rights represented by this Warrant, or registered a new Warrant to the transfer hereof on the books of the Company. This Section 4 shall survive Company any notice to the exercise or expiration of contrary notwithstanding, but until such transfer on such books, the WarrantCompany may treat the registered owner hereto as the owner for all purposes.

Transfer of Warrant. This 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 may only be transferred 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 compliance with federal and state securities lawswhole or in part, any economic consequences of ownership of the Warrant or the Warrant Shares; provided, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under Shares issued upon the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee exercise of this Warrant may be transferred by the Holder (a) to any Affiliate of the Holder, (b) to any other Person or Persons (x) that are or become party to the Credit Agreement as a “Lender” thereunder or (y) in connection with a transfer of Warrant Shares (or the right to exercise this Warrant Stock in respect thereof) representing at least 50.1% of the Warrant Shares for which this Warrant is exercisable as of the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that Issuance Date (any 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 Person in the form attached as Exhibit B hereto foregoing clauses (a) and (iiib), 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) that in connection with the transferee be an "accredited investor" as defined Company’s completion of a liquidation, merger, share exchange or other similar transaction, with the consent of the Board, which results in Rule 501(a) promulgated under all of the Securities Actstockholders having the right to exchange their shares for cash, securities or other property. Transfer 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 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 Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant Shares may be exercised by a new Holder offered for sale, sold, transferred, pledged or assigned without the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books consent of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This Warrant may only be transferred in a) Transferability. Subject to compliance with federal any applicable securities laws and state securities laws; providedthe conditions set for in Section 4(d) hereof, however, that the Company may withhold its consent to transfer or assignment of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency its designated by the Companyagent (if issued in physical form), together with a written assignment of this Warrant substantially in the form of Exhibit C attached hereto duly executed by the Holder or its attorney-in-fact agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and cause the Warrant Agent to deliver a new Warrant or Warrants in the name of the assignee or assignees assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall cause the Warrant Agent to issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with Notwithstanding anything herein to the requirements of this Section 4contrary, 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 shares of Common Stock regardless of whether the Company issued Warrant Shares or registered Pre-Funded Warrants without having a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantissued.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; providedThe Company agrees to maintain, howeverat its then principal place of business, that books for the Company may withhold its consent to transfer or assignment registration of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor of the Companyand transfers thereof, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder are transferable, in whole or in part, in accordance with the foregoing provisions, shall be registered on the said books of the Company to be maintained for such purposeat said office, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Companysaid office, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder hereof or its attorney-in-fact duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such and payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with This Warrant is exchangeable, upon the requirements surrender hereof by the Holder at the principal office of this Section 4the Company, the Warrant may be exercised by for a new Holder for Warrant or Warrants representing in the aggregate the right to purchase the number of shares of Common Stock regardless then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of whether 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 issued or registered is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the books face of such new Warrant, the Company. This Section 4 right to purchase the shares of Stock then underlying this Warrant, (iii) shall survive have an issuance date, as indicated on the exercise or expiration face of such new Warrant which is the same as the date hereof, and (iv) shall have the same rights and conditions as this Warrant.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment Warrant Shares issuable upon exercise of this Warrant shall be freely transferable, subject to any person or entity who is deemed compliance with this Section 11, the Investment Agreement, the Registration Rights Agreement and all applicable laws, including, but not limited to be a competitor or prospective competitor of the Company, such determination to be made in the reasonable judgment of the BoardSecurities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockShares, this Warrant or the Warrant StockShares, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 ActAct (provided that, in the event that the Warrant or Warrant Shares are to be transferred to an affiliate of the Holder, no such written opinion of such Holder’s counsel shall be required; provided further that, the Holder and/or the proposed transferee shall provide any documentation and/or back-up certificates reasonably requested by counsel to the Company in order that counsel to the Company may render any opinion as may be required by the Company’s transfer agent), (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit B Attachment 2 hereto and (iii) in the event that the Holder has elected to transfer registration rights to such transferee, the transferee shall agree in writing to be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and bound by all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company terms and obligations under, and to be maintained for such purpose, upon surrender of this Warrant at the principal office receive all of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such paymentbenefits under, the Company shall execute and deliver Registration Rights Agreement as a new holder of 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 the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledShares thereunder. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrant.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that The Company agrees to maintain at its principal office the Company may withhold its consent to transfer or assignment books for the registration of this Warrant to any person or entity who is deemed to be a competitor or prospective competitor transfers of the CompanyWarrant, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any and transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder shall be registered, 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 purposebooks, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with (i) a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its duly authorized agent or attorney-in-fact , with (if the Holder is a natural Person) signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD; provided, however, that (a) Holder may not assign all or any part of this Warrant or the Warrant Shares to a competitor of the Company, and (b) so long as no Event of Default exists, Holder may not assign all or any part of this Warrant or the Warrant Shares to any Person other than an Affiliate of Holder without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) funds sufficient to pay any transfer taxes payable upon the making of such transfer, and (iii) an Investment Representation Letter as described in Section 2.4 hereof executed by the proposed transferee. Upon such surrender and, if required, such payment, the Company shall promptly execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination denominations specified in such the instrument of assignment, assignment and shall issue to the assignor a new Warrant or Warrants evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelledcanceled. Following a transfer that complies with The Company shall permit the requirements of this Section 4, Holder to inspect the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the warrant registration books of from time to time during normal business hours at the Company. This Section 4 Holder shall survive the exercise or expiration pay all fees (including reasonable attorney’s fees), costs and expenses associated with any transfer of the Warrantthis Warrant requested by Holder.

Transfer of Warrant. This Pursuant to Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), neither this Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to transfer or assignment nor any Warrant Shares issued upon exercise of this Warrant to shall be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Warrant or Warrant Shares by any person for a period of 180 days immediately following the date of effectiveness or entity who is deemed to be a competitor commencement of sales of the Offering (the “Lock-up Period”), except the transfer of any Warrant or prospective competitor Warrant Shares: (i) by operation of law or by reason of reorganization of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 to any FINRA member firm participating in the Holder Offering and the officers and partners thereof, if all Warrant or transferee execute and deliver Warrant Shares so transferred remain subject to the Company an investment letter lock-up restriction in form and substance acceptable to this Section 7(a) for the Company and substantially in remainder of the form attached as Exhibit B hereto and Lock-up Period; (iii) that if the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Transfer aggregate amount of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books securities of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed held by the Holder or its attorneyrelated person do not exceed 1% of the securities being offered in the Offering; (iv) that are beneficially owned on a pro-in-fact rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and funds sufficient to pay any transfer taxes payable participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) issued upon the making exercise or conversion of such transferany 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. Upon such Subject to the foregoing restriction, 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 (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 requiredless than the total number of Warrant Shares then underlying this Warrant is being transferred, such payment, the Company shall execute and deliver a new Warrant or Warrants (in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue accordance with Section 7(d)) to the assignor a new Holder representing the right to purchase the number of Warrant evidencing the portion of this Warrant Shares not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantbeing transferred.

Transfer of Warrant. This The Holder agrees that it will not sell, assign, transfer, give away or otherwise 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 person, and unless the Holder shall first give CROSS MATCH prior written notice of any such intended Transfer and specify in such notice the terms of such proposed Transfer. CROSS MATCH may only be transferred in condition any such Transfer on evidence of compliance with federal the registration provisions of the Securities Act and any applicable state securities laws; provided, however, 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 Company may withhold its consent delivery to transfer CROSS MATCH of the transferee’s written agreement that it and the warrant or assignment warrants or Warrant Shares it acquires shall be bound by and entitled to the provisions of this Warrant Warrant. CROSS MATCH agrees to any person or entity who is deemed to be a competitor or prospective competitor maintain at its principal offices books for the registration of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender Transfer or Transfers of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant StockWarrant, this Warrant or the Warrant Stock, as applicable, shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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 hereunderhereunder shall be registered, 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 purposebooks, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Companyto CROSS MATCH, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its duly authorized agent or attorney-in-fact , 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 the making of such transfer. Upon such surrender and, if required, receipt of such payment, the Company CROSS MATCH shall execute and deliver a new Warrant warrant or Warrants warrants in the name of the assignee transferee or assignees transferees and in the denomination denominations specified in such the instrument of assignment, Transfer (which shall be whole numbers of shares only) and shall issue to the assignor transferor a new Warrant warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantcanceled.

Transfer of Warrant. This Warrant may only be transferred in compliance with federal and state securities laws; provided, however, that the Company may withhold its consent to Holder shall not assign or transfer or assignment of this Warrant to or any person or entity who is deemed to be a competitor or prospective competitor of its rights hereunder without the prior written consent of the Company, such determination to be made in the reasonable judgment of the Board. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, which consent shall not be registered under unreasonably withheld, conditioned or delayed, except that Holder shall have the Securities Act, the Company may require, as a condition of allowing such right to assign or transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock 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, 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 immediately family members of Holder or any trust for the benefit of Holder, or (d) one or more immediate family members of Holder. Subject to the foregoing, this Warrant and all rights hereunder are transferable, in accordance with whole or in part, at the foregoing provisions, shall be registered on the books office or agency of the Company to be maintained for such purposeby 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. Subject to the foregoing, this Warrant and all rights hereunder are transferable, in whole or in part, at the principal office of the Company or the office or agency designated of the Company by the CompanyHolder in person or by duly authorized attorney, upon surrender of this Warrant, together with a written the assignment of this Warrant substantially in the form of attached hereto as Exhibit C hereto B duly executed by the Holder or its attorney-in-fact completed and funds sufficient to pay any transfer taxes payable upon the making of such transferexecuted. Upon any such surrender and, if required, such paymentpermitted 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, in the name aggregate, the same number of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of Shares as this Warrant not so assigned, and this then entitles Holder to purchase. The term “Warrant” as used herein includes any such Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of this Section 4, the Warrant may be exercised or Warrants issued by a new Holder for the purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on to any such transferee(s).“Affiliate” has the books of the Company. This Section 4 shall survive the exercise or expiration of the Warrantmeaning set forth in Rule 12b-2.