Common use of TRANSFERS; EXCHANGES Clause in Contracts

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderPurchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Purchaser and signed by the Warrantholder Purchaser hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may only be transferred by the Warrantholder Holder to any an Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder Holder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderHolder, and shall issue to the Warrantholder Holder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the WarrantholderHolder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderP▇▇▇▇▇▇▇▇, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Purchaser and signed by the Warrantholder Purchaser hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to (i) any Affiliate (as defined below) and (ii) in the event that the the Common Shares are listed on a Trading Market at the time of such transfer (which for the purposes of this Section 11 shall not include the OTC Markets), to any accredited investor with respect to any or all of the Warrant Shares purchasable hereunder (each, a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant Warrant, as an entirety by the Warrantholder▇▇▇▇▇▇, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf by the Holder, for transfer of this Warrant with respect to a portion of the WarrantholderWarrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale pursuant to Rule 144, the Company may require, as a condition of allowing such transfer; that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act. (d) The Holder, by the acceptance hereof, represents and warrants that, except when it exercises this Warrant pursuant to a Net Exercise, it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderPurchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Purchaser and signed by the Warrantholder Purchaser hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal the legend appearing on the first page hereof and state securities laws and to the provisions of this Section 7 hereof9, this title to the Warrants evidenced by the Warrant Registry may be transferred by endorsement and delivery in the Warrantholder same manner as in the case of a negotiable instrument transferable by endorsement and delivery. The Holder undertakes that any Transfer of this Warrant or any Common Shares issuable on exercise of this Warrant shall be in compliance with the Securities Act and any other applicable securities or “blue sky” laws. Any transferee of this Warrant, in connection with such Transfer, shall execute a joinder to any Affiliate (this Warrant Certificate in the form attached hereto as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). Exhibit C. For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderHolder, and shall issue to the Warrantholder Holder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock Shares purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the Warrantholder▇▇▇▇▇▇, upon surrender of this Warrant to the CompanyWarrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For Upon surrender of this Warrant to the Warrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B properly completed and duly executed by the Holder accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “signature guarantee”), for transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, the Company will forthwith issue and deliver upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf order of the Warrantholder, the Company shall issue Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company Warrant Agent for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company Warrant Agent designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged. All Warrant Certificates surrendered for the purpose of transfer, split up, combination or exchange, when surrendered to the Warrant Agent shall be accompanied by a signature guarantee. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act. (d) The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to (i) any Affiliate (as defined below) and (ii) in the event that the Common Stock is listed on a Trading Market at the time of such transfer (which for the purposes of this Section 11 shall not include the OTC Markets), to any accredited investor with respect to any or all of the Warrant Shares purchasable hereunder (each, a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, for transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 10), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 10) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 Section8 hereof, this Warrant Certificate may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant Certificate as an entirety by the WarrantholderHolder, upon surrender of this Warrant Certificate to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant Certificate with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant Certificate to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant Certificate to the assignee, in such denomination as shall be requested by the WarrantholderHolder, and shall issue to the Warrantholder Holder a new Warrant Certificate covering the number of shares in respect of which this Warrant Certificate shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant Certificate is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant The Warrants may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereoflaws, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)for which such Warrant may be exercised hereunder. For Upon a transfer of this Warrant as an entirety by the WarrantholderPurchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For Upon a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice signed by the Purchaser hereof specifying the denominations in which new warrants Warrants are to be issued to the Warrantholder and signed by the Warrantholder hereofPurchaser. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, the Holder may sell, assign, transfer, pledge or dispose of all or any portion of this Warrant may be transferred by the Warrantholder at any time or from time to time to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)person. For a transfer of this Warrant as an entirety by the WarrantholderHolder or any such subsequent Holder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder or any such subsequent Holder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderHolder, and shall issue to the Warrantholder Holder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfertransfer of all or any portion of this Warrant, this Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants Warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants Warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants Warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants Warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.new

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) below)at any time and may be transferred to any person upon the listing of the Common Stock on Nasdaq or any other national securities exchange with respect to any or all of the Warrant Shares purchasable hereunder purchaseable (each, a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, the Warrantholder may exchange this Warrant is exchangeablefor new Warrants, without expensein substantially the form of this Warrant, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase evidencing in the aggregate the same right to purchase the number of shares Warrant Shares which may then be purchased hereunder, each of Common Stock purchasable hereundersuch new Warrants to represent the right to purchase such number of Warrant Shares as shall be designated by the Warrantholder. This The Warrantholder shall surrender this Warrant may be divided or combined with other warrants that carry duly executed instructions regarding such re-certification of this Warrant to the same rights upon presentation hereof at the principal office Secretary of the Company together with a written notice specifying at its principal offices or at such other office or agency as the denominations Company may specify in which new warrants are to be issued writing to the Warrantholder and signed by the Warrantholder hereof. Warrantholder.The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderPurchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Purchaser and signed by the Warrantholder Purchaser hereof. The term “"Warrants” " as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Lender with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderL▇▇▇▇▇, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderLender, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderLender, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderLender, and shall issue to the Warrantholder Lender a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderLender, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Lender and signed by the Warrantholder Lender hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) or to any accredited investor with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the Warrantholder▇▇▇▇▇▇, upon surrender of this Warrant to the CompanyWarrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the CompanyWarrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, for transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company Warrant Agent for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company Warrant Agent designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 6 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder except as to Unvested Shares (a “Permitted Transfer”)as defined in the Merger Agreement) which portion of the Warrant shall be non-transferrable. For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, for transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable transfer restrictions under the Purchase Agreement and applicable federal and state securities laws and Section 7 hereoflaws, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the Warrantholder▇▇▇▇▇▇, upon surrender of this Warrant to the CompanyWarrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a Upon surrender of this Warrant to the Warrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B properly completed and duly executed by the Holder, for transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, the Company will forthwith issue and deliver upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf order of the Warrantholder, the Company shall issue Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company Warrant Agent for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company Warrant Agent designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act. (d) The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf by the Holder, for transfer of this Warrant with respect to a portion of the WarrantholderWarrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.-12-

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Except as provided hereinafter in this Section, neither this Warrant nor any right or obligation hereunder may be assigned in whole or in part by the Warrantholder. Subject to compliance with applicable federal and state securities laws and Section 7 8 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate in a Permitted Transfer (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 5 hereof, this Warrant may and the OP Units issuable on exercise of this Warrant shall be transferred by transferrable only in accordance with the Warrantholder Lockup Letter, dated July 21, 2020, from ACP Watermark Investment LLC to any Affiliate CWA LLC (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “"Permitted Transfer”Transfers"). For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the CompanyPartnership, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company Partnership shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares Units purchasable hereunder, upon surrender of this Warrant to the CompanyPartnership, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderHolder, the Company Partnership shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderHolder, and shall issue to the Warrantholder Holder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company Partnership for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock OP Units purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company Partnership together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the Warrantholder▇▇▇▇▇▇, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf by the Holder, for transfer of this Warrant with respect to a portion of the WarrantholderWarrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.-13-

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.the

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the Warrantholder▇▇▇▇▇▇, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf by the Holder, for transfer of this Warrant with respect to a portion of the WarrantholderWarrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.-12-

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). As long as the Warrants remain outstanding and unexercised, the Warrants shall not be sold, transferred, assigned, pledged or hypothecated to any other party without the express written consent of the Company except that (i) such transfer constitutes a Permitted Transfer or (ii) such transfer is pursuant to an effective registration statement under the Securities Act or pursuant to a transaction which is exempt from, or not subject to, such registration, in each case in accordance with all applicable securities laws. For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the CompanyWarrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For Upon surrender of this Warrant to the Warrant Agent, together with the Notice of Assignment in the form attached hereto as Exhibit B properly completed and duly executed by the Holder accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “signature guarantee”), for transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, the Company will forthwith issue and deliver upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf order of the Warrantholder, the Company shall issue Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company Warrant Agent for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company Warrant Agent designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged. All Warrant Certificates surrendered for the purpose of transfer, split up, combination or exchange, when surrendered to the Warrant Agent shall be accompanied by a signature guarantee.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, and an opinion of counsel of the Warrantholder in form and substance reasonably satisfactory to the Company that such transfer may be made without registration under the Securities Act and applicable state securities laws, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, and an opinion of counsel of the Warrantholder in form and substance reasonably satisfactory to the Company that such transfer may be made without registration under the Securities Act and applicable state securities laws, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 9 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderP▇▇▇▇▇▇▇▇, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Purchaser and signed by the Warrantholder Purchaser hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder; provided, however, that with respect to any transfer within 180 days of the Date of Issuance, such transferee shall agree to be bound by Section 3.2(h) of the Subscription Agreement with respect to the Warrant Shares that have been so transferred. For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf by the Holder accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “signature guarantee”), for transfer of this Warrant with respect to a portion of the WarrantholderWarrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new warrant (in accordance with Section 9), 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 9) to the assignee, in such denomination as shall be requested by Holder representing the Warrantholder, and shall issue right to the Warrantholder a new Warrant covering purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Holder and signed by the Warrantholder Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged. All Warrant Certificates surrendered for the purpose of transfer, split up, combination or exchange, when surrendered to the Company shall be accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. (c) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant permitted pursuant to Section 13(a), the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act. (d) The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Holder with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderHolder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf of by the WarrantholderHolder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon Upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly properly completed and duly executed on behalf by the Holder, for transfer of this Warrant with respect to a portion of the WarrantholderWarrant Shares purchasable hereunder, the Company shall will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the assignee, in such denomination as shall be requested number of Warrant Shares being transferred by the WarrantholderHolder and, and shall issue to if less than the Warrantholder total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant covering (in accordance with Section 9) to the Holder representing the right to purchase the number of shares in respect of which this Warrant shall Shares not have been being transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderHolder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company designated for such purpose together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.-13-

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderPurchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Purchaser and signed by the Warrantholder Purchaser hereof. The term “"Warrants” " as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred transferred, in whole or in part, by the Warrantholder (I) at any time upon or following the initial effectiveness of a registration statement under the Securities Act filed with the Securities and Exchange Commission that registers the Warrant Shares for resale (the “Registration Date”), and (II) prior to the Registration Date, solely pursuant to a Permitted Transfer. For purposes of this Warrant, a “Permitted Transfer” means: (i) if the Warrantholder is a natural person, any transfers made by the Warrantholder (A) to any member of the immediate family (as defined below) of the Warrantholder or to a trust the beneficiaries of which are exclusively the Warrantholder or members of the Warrantholder’s immediate family, or (B) by bona fide gift, will or intestacy; (ii) if the Warrantholder is a corporation, partnership, limited liability company or other business entity, any transfers to a charitable organization, or to any stockholder, partner, manager, director, officer, employee or member of, or owner of a similar equity interest in, the Warrantholder or its Affiliates, as the case may be; (iii) if the Warrantholder is a corporation, partnership, limited liability company or other business entity, any transfer made by the Warrantholder: (A) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the Warrantholder’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the Warrantholder’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Warrant; (B) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an Affiliate (as defined below) of the Warrantholder; or (C) to any investment fund or other entity that controls or manages the Warrantholder (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the Warrantholder) if such transfer is not for value; (iv) if the Warrantholder is a trust, to a trustor or beneficiary of the trust if such transfer is not for value; or (v) without limiting the foregoing exceptions, a one-time transfer by the Warrantholder to an Affiliate of the Warrantholder; provided that, in the case of a transfer pursuant to this clause (v), the transferee shall not be permitted to further transfer the Warrant, in whole or in part, other than pursuant to an exception set forth in clause (i) through (iv) of this Section 11(a) unless the Company provides its prior written consent to such transfer. For purposes hereof, “Affiliate” means, with respect to any person, any other person that, directly or all of indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such person as such terms are used in and construed under Rule 144 under the Warrant Shares purchasable hereunder (a “Permitted Transfer”)Securities Act. For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereoflaws, this Warrant may be transferred by the Warrantholder to any Affiliate (as defined below) Purchaser with respect to any or all of the Warrant Shares purchasable hereunder (a “Permitted Transfer”)hereunder. For a transfer of this Warrant as an entirety by the WarrantholderPurchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the WarrantholderPurchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the WarrantholderPurchaser, and shall issue to the Warrantholder Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this This Warrant is exchangeable, without expense, at the option of the WarrantholderPurchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder Purchaser and signed by the Warrantholder Purchaser hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.. US-DOCS\75607384.7

TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred transferred, in whole or in part, by the Warrantholder (I) at any time upon or following the initial effectiveness of a registration statement under the Securities Act filed with the Securities and Exchange Commission that registers the Warrant Shares for resale (the “Registration Date”), and (II) prior to the Registration Date, solely pursuant to a Permitted Transfer. For purposes of this Warrant, a “Permitted Transfer” means: (i) if the Warrantholder is a natural person, any transfers made by the Warrantholder (A) to any member of the immediate family (as defined below) of the Warrantholder or to a trust the beneficiaries of which are exclusively the Warrantholder or members of the Warrantholder’s immediate family, or (B) by bona fide gift, will or intestacy; (ii) if the Warrantholder is a corporation, partnership, limited liability company or other business entity, any transfers to a charitable organization, or to any stockholder, partner, manager, director, officer, employee or member of, or owner of a similar equity interest in, the Warrantholder or its Affiliates, as the case may be; (iii) if the Warrantholder is a corporation, partnership, limited liability company or other business entity, any transfer made by the Warrantholder: (A) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the Warrantholder’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the Warrantholder’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Warrant; (B) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an Affiliate (as defined below) of the Warrantholder; or (C) to any investment fund or other entity that controls or manages the Warrantholder (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the Warrantholder) if such transfer is not for value; (iv) if the Warrantholder is a trust, to a trustor or beneficiary of the trust if such transfer is not for value; or (v) without limiting the foregoing exceptions, a one-time transfer by the Warrantholder to an Affiliate of the Warrantholder; provided that, in the case of a transfer pursuant to this clause (v), the transferee shall not be permitted to further transfer this Warrant, in whole or in part, other than pursuant to an exception set forth in clause (i) through (iv) of this Section 11(a) unless the Company provides its prior written consent to such transfer. For purposes hereof, “Affiliate” means, with respect to any person, any other person that, directly or all of indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such person as such terms are used in and construed under Rule 144 under the Warrant Shares purchasable hereunder (a “Permitted Transfer”)Securities Act. For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder. (b) Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.LEGAL_US_W # 104502898.4