Common use of Transfer of Warrants Clause in Contracts

Transfer of Warrants. The Representatives' Warrants may not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. 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 Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part whole or in wholepart, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except and thereafter only to bona fide officers, directors, stockholders, employees or registered representatives of the Underwriter upon written request to the bona fide officers or partners Company (including a certificate of the Representatives, Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and subject to applicable federal and state securities law, and only on the books upon delivery of the Warrant Certificate to the Company upon delivery with the form of assignment at the end thereof duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. 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 Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Upon surrender of the Warrants to the Company or its duly authorized agent, any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender Stock. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any transfer, exchange or other disposition of the Company Warrants or its duly authorized agentShares. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause a Representatives' Warrant Warrants or Shares to be transferred on its books to any person unless person, if such transfer would violate the Warrant Holder thereof shall furnish to Act, the Company evidence of compliance with the Securities Act of 1933, as amended rules and regulations promulgated thereunder (the "ActRules and Regulations"), and ) or applicable state securities lawlaws, in accordance with the provisions of Section 10 of this Agreementrules and regulations.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, -------------------- assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (Statement, and thereafter only to bona fide officers, directors, shareholders, employees or registered representatives of the "Effective Date"), except Underwriters upon written request to the bona fide officers or partners Company delivered in accordance with Section 12 and upon delivery of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof Warrant Certificate duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant The Warrants may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and ) or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may Warrant and Warrant Shares will not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferredtransferable, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. The Warrant Holder shall provide the Company with five Business Days prior written notice of a proposed transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant The Warrants may be exchanged at the option of the then Warrant Holder thereof thereof, for another Representatives' Warrant, or other Representatives' Warrants Warrant of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Warrant Shares upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person person, unless the Warrant Holder or Warrant Holders thereof shall furnish to the Company reasonably satisfactory evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 13 of this Agreement.

Transfer of Warrants. The Representatives' Warrants may not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. 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 Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Any Warrant may be exchanged at the option of the Warrant Holder thereof for transferred or endorsed to another Representatives' Warrant, party in whole or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender part by (i) surrendering to the Company Company, or its duly authorized agent, for cancellation the existing Warrant Certificate evidencing the Warrant to be transferred, endorsed or accompanied by a written instrument of transfer, in form satisfactory to the Company, duly executed by the Holder thereof in person or by a duly authorized representative, agent or attorney-in-fact appointed in writing, (ii) by supplying the Company with an opinion of counsel, which opinion shall be reasonably satisfactory to the Company, to the effect that registration under the Securities Act of 1933 has been accomplished or is not necessary in connection with such transfer of Warrants, and (iii) by having the transferee agree in writing to be bound by the provisions of the Purchase Agreement, this Agreement, the Shareholders Agreement, dated March 19, 1997, by and among the Company, certain of its shareholders, and the Purchasers (the "Shareholders Agreement"), and the Redemption Agreement, dated March 19, 1997, by and among the Company and the Purchasers (the "Redemption Agreement"). Notwithstanding the foregoingUpon receipt thereof, the Company shall have no obligation issue and deliver, in the name of the transferee, a new Warrant Certificate containing the same terms as the surrendered Warrant Certificate. In the case of the transfer of fewer than all of the rights evidenced by the surrendered Warrant Certificate, the Company shall issue a new Warrant Certificate to cause a Representatives' Warrant to be transferred on its books to any person unless the Holder thereof for the remaining number of shares specified in the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 of this AgreementCertificate so surrendered.

Transfer of Warrants. The Representatives' Underwriter Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior whole the (other than by will or pursuant to the first anniversary laws of descent and distribution), for a period of 180 days from the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, Underwriters and subject to applicable federal and state securities law, and only on the books members of the Company selling group and their officers and thereafter only upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Underwriter Warrant or new Representatives' Underwriter Warrants to the persons entitled thereto. A Representatives' Warrant The Underwriter Warrants may be exchanged at the option of the Warrant Holder thereof for another Representatives' Underwriter Warrant, or other Representatives' Warrants Underwriter Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Underwriter Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with if such transfer would violate the Securities Act of 1933, as amended (the "‘‘Act"’’), and applicable state securities law, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Representatives' Xxxxxxxxx Xxxx Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior whole (other than by will or pursuant to the first anniversary laws of descent and distribution), except to bona fide officers, directors, shareholders, employees or registered representatives of Xxxxxxxxx Xxxx after twelve (12) months from the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners ) of the Representatives, and subject to applicable federal and state securities law, and only Registration Statement on the books of Form S-1 filed by the Company with the Securities and Exchange Commission (the "Commission") on __________ __, 199_, as amended or supplemented (the "Registration Statement") and upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Xxxxxxxxx Xxxx Warrant or new Representatives' Xxxxxxxxx Xxxx Warrants to the persons entitled thereto. A Representatives' Warrant The Xxxxxxxxx Xxxx Warrants may be exchanged at the option of the Warrant Holder thereof for another Representatives' Xxxxxxxxx Xxxx Warrant, or other Representatives' Warrants Xxxxxxxxx Xxxx Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Xxxxxxxxx Xxxx Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Representatives' Holder of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants may are "restricted securities" which have not be transferredbeen registered under the Securities Act, assigned, pledged, hypothecated, sold, made subject to and represents that the Warrants are being acquired as an investment and not with a security interest, or otherwise transferred, in part or in whole, prior view to the first anniversary of the effective date of the Registration Statement (the "Effective Date")distribution thereof and will not transfer such Warrants, except to the bona fide officers officers, directors, shareholders, principals, employees or partners registered representatives of the Representatives, Holder upon written request to the Company delivered in accordance with Section 12 hereof and subject to applicable federal and state securities law, and only on the books upon delivery of the Company upon delivery thereof Warrant Certificate duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant The Warrants may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except and thereafter only to bona fide officers, directors, shareholders, employees or registered representatives of the Representative upon written request to the bona fide officers or partners Company (including a certificate of the Representatives, Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and subject to applicable federal and state securities law, and only on the books upon delivery of the Warrant Certificate to the Company upon delivery with the form of assignment at the end thereof duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender of the Warrants to the Company or its duly authorized agent. Notwithstanding The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any transfer, exchange or other disposition of the foregoingWarrants or Shares. However, the Company shall have no obligation to cause a Representatives' Warrant Warrants or Shares to be transferred on its books to any person unless person, if such transfer would violate the Warrant Holder thereof shall furnish to Act, the Company evidence of compliance with the Securities Act of 1933, as amended rules and regulations promulgated thereunder (the "ActRules and Regulations"), and ) or applicable state securities lawlaws, in accordance with the provisions of Section 10 of this Agreementrules and regulations.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except and thereafter only to bona fide officers, directors, shareholders, employees or registered representatives of the Representative or of securities broker-dealers that participated in the Offering, upon written request to the bona fide officers or partners Company (including a certificate of the Representatives, Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and subject to applicable federal and state securities law, and only on the books upon delivery of the Warrant Certificate to the Company upon delivery with the form of assignment at the end thereof duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender of the Warrants to the Company or its duly authorized agent. Notwithstanding The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any transfer, exchange or other disposition of the foregoingWarrants or Shares. However, the Company shall have no obligation to cause a Representatives' Warrant Warrants or Shares to be transferred on its books to any person unless person, if such transfer would violate the Warrant Holder thereof shall furnish to Act, the Company evidence of compliance with the Securities Act of 1933, as amended rules and regulations promulgated thereunder (the "ActRules and Regulations"), and ) or applicable state securities lawlaws, in accordance with the provisions of Section 10 of this Agreementrules and regulations.

Transfer of Warrants. The Representatives' Placement Agent Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior whole (other than by will or pursuant to the first anniversary laws of the effective date of the Registration Statement (the "Effective Date"descent and distribution), except to the bona fide officers or partners of the Representatives, and subject to applicable federal and state securities law, Placement Agent and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. Furthermore, if any Placement Agent Warrants are transferred after two years following the effective date of the Registration Statement, such warrants shall be exercised immediately upon transfer, and if not exercised immediately upon transfer, such warrants shall lapse. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Placement Agent Warrant or new Representatives' Placement Agent Warrants to the persons entitled thereto. A Representatives' Warrant The Placement Agent Warrants may be exchanged at the option of the Warrant Holder thereof for another Representatives' Placement Agent Warrant, or other Representatives' Warrants Placement Agent Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant the Placement Agent Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and ) or any applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrant certificates may be exchanged for other Warrant certificates representing an equal aggregate number of Warrants of the same class or may not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, transferred in part whole or in whole, prior part. Warrant certificates to be exchanged shall be surrendered to the first anniversary Company or to its Warrant Agent at its corporate office, and upon satisfaction of the effective date of the Registration Statement (the "Effective Date")terms and provisions hereof, except to the bona fide officers or partners of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof duly endorsed by shall execute, issue and deliver in exchange therefor the Warrant Holder certificate or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority certificates which the registered holder making the exchange shall be entitled to transferreceive. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be exchanged at the option imposed in connection with any voluntary transfer, exchange or other disposition of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agentWarrants. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with if such transfer would violate the Securities Act of 1933, as amended (the "ActACT"), and or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may not be transferred, assigned, -------------------- pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the RepresentativesRepresentative, and subject to ---- ---- applicable federal and state securities law, and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representativesrepresentative, duly authenticated evidence of their authority shall be produced and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (Statement, and thereafter only to bona fide officers, directors, shareholders, employees or registered representatives of the "Effective Date"), except Representatives upon written request to the bona fide officers or partners Company delivered in accordance with Section 12 and upon delivery of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof Warrant Certificate duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the foregoingWarrants. However, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except and thereafter only to bona fide officers, directors, shareholders, employees or registered representatives of the Placement Agent upon written request to the bona fide officers or partners Company (including a certificate of the Representatives, Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and subject to applicable federal and state securities law, and only on the books upon delivery of the Warrant Certificate to the Company upon delivery with the form of assignment at the end thereof duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender of the Warrants to the Company or its duly authorized agent. Notwithstanding The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any transfer, exchange or other disposition of the foregoingWarrants or Shares. However, the Company shall have no obligation to cause a Representatives' Warrant Warrants or Shares to be transferred on its books to any person unless person, if such transfer would violate the Warrant Holder thereof shall furnish to Act, the Company evidence of compliance with the Securities Act of 1933, as amended rules and regulations promulgated thereunder (the "ActRules and Regulations"), and ) or applicable state securities lawlaws, in accordance with the provisions of Section 10 of this Agreementrules and regulations.

Transfer of Warrants. The Representatives' Warrants may Warrant and Warrant Shares will not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferredtransferable, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company except upon delivery thereof of such Warrant or Warrant Shares duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or representative and accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant The Warrants may be exchanged at the option of the then Warrant Holder thereof thereof, for another Representatives' Warrant, or other Representatives' Warrants Warrant of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Warrant Shares upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person person, unless the Warrant Holder or Warrant Holders thereof shall furnish to the Company reasonably satisfactory evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 12 of this Agreement.

Transfer of Warrants. Subject to compliance with state and federal securities laws and the terms and conditions hereof, ILFC shall have the right to sell, transfer, negotiate, assign or grant participation in all or any part of ILFC's rights and obligations under this Warrant Agreement or under any Warrant Certificate. The Representatives' Warrants may not Warrant Certificates shall be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, and subject to applicable federal and state securities law, and only transferable on the books of the Company (the "Warrant Register") only upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant Certificate or new Representatives' Warrants Warrant Certificates to the persons person entitled thereto. A Representatives' Warrant may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Certificates to be transferred on its books to any person unless the Holder of such Warrant Holder thereof Certificates shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 11 of this Warrant Agreement. The text of each new Warrant Certificate issued under Sections 3 or 4 and of the form of election to purchase shares shall be as set forth in Exhibits A and B hereto and shall be exchanged and transferred and subject to adjustment in the same manner as if such new Warrant Certificate were the original Warrant Certificate issued to the Holder. Any Holder who transfers Warrants shall be responsible for and pay all costs and expenses associated with such transfer of Warrants to its transferee.

Transfer of Warrants. The Representatives' Warrants may Representative's Warrant will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior whole the (other than by will or pursuant to the first anniversary laws of descent and distribution), for a period of 180 days from the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, Representative and subject to applicable federal and state securities law, and only on the books members of the Company selling group and their officers and thereafter only upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Representative Warrant or new Representatives' Warrants Representative's Warrant to the persons entitled thereto. A Representatives' The Representative's Warrant may be exchanged at the option of the Warrant Holder thereof for another Representatives' Representative Warrant, or other Representatives' Warrants Representative's Warrant, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Representative's Warrant to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with if such transfer would violate the Securities Act of 1933, as amended (the "“Act"”), and applicable state securities law, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Representatives' Warrants This Warrant may not be transferred, transferred or assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part whole or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date")part, except to the bona fide officers or partners of the Representatives, and subject to in compliance with all applicable federal and state securities law, laws. To the extent permitted by applicable securities laws and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. 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 Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants subject to the persons entitled thereto. A Representatives' terms of this Warrant, this Warrant may be exchanged transferred, in whole or in part, to any Person, by (i) execution and delivery of the Notice of Assignment attached hereto as Exhibit B and (ii) surrender of this Warrant for registration of transfer at the option primary executive office of the Warrant Holder thereof for another Representatives' WarrantCompany, or other Representatives' Warrants together with funds sufficient to pay any applicable transfer tax. Upon receipt of different denominationsthe duly executed Notice of Assignment and the necessary transfer tax funds, of like tenor if any, the Company, at its expense, shall execute and representing deliver, (i) in the aggregate name of the designated transferee or transferees, one or more new Warrants representing the right to purchase a like aggregate number of shares of Common Stock upon surrender so transferred and (ii) a new Warrant evidencing the remaining portion, if any, of this Warrant not so transferred to the transferring Holder (each a “New Warrant”). The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the right and obligations of a holder of a Warrant. Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer hereunder, the Company may require the transferring Holder to provide to the Company or its duly authorized agent. Notwithstanding an opinion of counsel selected by the foregoingtransferor, the Company form and substance of which opinion shall have no obligation to cause a Representatives' Warrant to be transferred on its books to any person unless the Warrant Holder thereof shall furnish reasonably satisfactory to the Company evidence of compliance with Company, to the effect that such transfer does not require registration under the Securities Act of 1933, as amended (the "Act")amended, and otherwise is not in contravention of applicable state or federal securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date")Statement, except to the bona fide officers or partners and thereafter only upon delivery of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof Warrant Certificate duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. Notwithstanding The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the foregoingWarrants. However, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants This Warrant may not be transferred, transferred or assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part whole or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date")part, except to the bona fide officers or partners of the Representatives, and subject to in compliance with all applicable federal and state securities lawlaws. To the extent permitted by applicable securities laws and subject to the terms of this Warrant, this Warrant may be transferred, in whole or in part, to any Person, by (i) execution and only on the books delivery of the Company upon delivery thereof duly endorsed by the Notice of Assignment attached hereto as Exhibit B and (ii) surrender of this Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases for registration of transfer by an attorney, at the original power primary executive office of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of together with funds sufficient to pay any applicable 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 Company in its discretiontax. Upon any registration receipt of transferthe duly executed Notice of Assignment and the necessary transfer tax funds, if any, the Company Company, at its expense, shall deliver a new Representatives' Warrant or new Representatives' Warrants to execute and deliver, (i) in the persons entitled thereto. A Representatives' Warrant may be exchanged at the option name of the Warrant Holder thereof for another Representatives' Warrantdesignated transferee or transferees, one or other Representatives' more new Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like aggregate number of shares of Common Stock upon surrender so transferred and (ii) a new Warrant evidencing the remaining portion, if any, of this Warrant not so transferred to the transferring Holder (each a “New Warrant”). The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the right and obligations of a holder of a Warrant. Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer hereunder, the Company may require the transferring Holder to provide to the Company or its duly authorized agent. Notwithstanding an opinion of counsel selected by the foregoingtransferor, the Company form and substance of which opinion shall have no obligation to cause a Representatives' Warrant to be transferred on its books to any person unless the Warrant Holder thereof shall furnish reasonably satisfactory to the Company evidence of compliance with Company, to the effect that such transfer does not require registration under the Securities Act of 1933, as amended (the "Act")amended, and otherwise is not in contravention of applicable state or federal securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date")Statement, except to the bona fide officers or partners and thereafter only upon delivery of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof Warrant Certificate duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company (or at the Company's direction, the Warrant Agent) shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. Notwithstanding The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the foregoingWarrants. However, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may not only be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners and employees of the Representatives, and subject Agent upon written request to applicable federal and state securities law, and only on the books Company (including a certificate of the Company Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate to the Company with the form of assignment at the end thereof duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. 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 Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Upon surrender of the Warrants to the Company or its duly authorized agent, any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender Stock. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any transfer, exchange or other disposition of the Company Warrants or its duly authorized agentShares. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause a Representatives' Warrant Warrants or Shares to be transferred on its books to any person unless person, if such transfer would violate the Warrant Holder thereof shall furnish to Act, the Company evidence of compliance with the Securities Act of 1933, as amended rules and regulations promulgated thereunder (the "ActRules and Regulations"), and ) or applicable state securities lawlaws, in accordance with the provisions of Section 10 of this Agreementrules and regulations.

Transfer of Warrants. The Representatives' Warrants may not be transferred, assigned, -------------------- pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date"), except to the bona fide officers or partners of the Representatives, and subject to ---- ---- applicable federal and state securities law, and only on the books of the Company upon delivery thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. 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 Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), and applicable state securities law, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (Statement, and thereafter only to bona fide officers, directors, shareholders, employees or registered representatives of the "Effective Date"), except Underwriters upon written request to the bona fide officers or partners Company delivered in accordance with Section 12 and upon delivery of the Representatives, and subject to applicable federal and state securities law, and only on the books of the Company upon delivery thereof Warrant Certificate duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant The Warrants may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and ) or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.

Transfer of Warrants. The Representatives' Warrants may will not be sold, transferred, assigned, pledged, assigned or hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of the effective date of the Registration Statement (the "Effective Date")this Warrant Agreement, except and thereafter to the directors and bona fide officers or partners of the Representatives, Purchaser or its affiliates upon written request to the Company delivered in accordance with Section 13 and subject to applicable federal and state securities law, and only on the books upon delivery of the Company upon delivery thereof Warrant Certificate duly endorsed by the Warrant Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. A Representatives' Warrant Any of the Warrants may be exchanged at the option of the Warrant its Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. Notwithstanding The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the foregoingWarrants. However, the Company shall have no obligation to cause a Representatives' Warrant Warrants to be transferred on its books to any person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), and or applicable state securities law, in accordance with the provisions of Section 10 of this Agreementlaws.