Common use of Warrants and Warrant Shares Not Registered Clause in Contracts

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides to the Company an opinion of counsel in a form reasonably satisfactory to the Company.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares which may be purchased theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of a Warrant are not registered under together with the Securities Act of 1933, as amended (the “Securities Act”opinion described in Section 5(c), that if required, whereupon, but only if such transfer is not restricted pursuant to the issuance Sixth Amended and Restated Stockholders Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrants and and/or the offering and sale of such Warrant Shares are being made theretofore issued upon the exercise thereof, all in reliance on accordance with the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder terms of the Warrants to and with the Company that notice delivered by such holder (1) is acquiring the Warrants in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company. In the event of such transfer, that such the Company shall register the transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth outstanding Warrants in the preceding sentence in writing Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company and provides to the Company an opinion at its principal office, accompanied by a written instrument of counsel transfer in a form reasonably satisfactory to it, duly executed by the Companyregistered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares which may be purchased theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of a Warrant are not registered under together with the Securities Act of 1933, as amended (the “Securities Act”opinion described in Section 5(c), that if required, whereupon, but only if such transfer is not restricted pursuant to the issuance Third Amended and Restated Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrants and and/or the offering and sale of such Warrant Shares are being made theretofore issued upon the exercise thereof, all in reliance on accordance with the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder terms of the Warrants to and with the Company that notice delivered by such holder (1) is acquiring the Warrants in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company. In the event of such transfer, that such the Company shall register the transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth outstanding Warrants in the preceding sentence in writing Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company and provides to the Company an opinion at its principal office, accompanied by a written instrument of counsel transfer in a form reasonably satisfactory to it, duly executed by the Companyregistered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “"Securities Act”"), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s 's reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “"accredited investor” within the meaning of Rule 501(a) " as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of clause (iii), with the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company (and the Company hereby acknowledges and agrees that Simpxxx Xxxxxxx & Xartxxxx xx reasonably satisfactory to the Company), stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”)) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the Warrantsacquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Sixth Amended and Restated Stockholders Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Sixth Amended and Restated Stockholders Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (iiB) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iiiC) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares which may be purchased theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of a Warrant are not registered under together with the Securities Act of 1933, as amended (the “Securities Act”opinion described in Section 5(c), that if required, whereupon, but only if such transfer is not restricted pursuant to the issuance Fourth Amended and Restated Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrants and and/or the offering and sale of such Warrant Shares are being made theretofore issued upon the exercise thereof, all in reliance on accordance with the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder terms of the Warrants to and with the Company that notice delivered by such holder (1) is acquiring the Warrants in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company. In the event of such transfer, that such the Company shall register the transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth outstanding Warrants in the preceding sentence in writing Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company and provides to the Company an opinion at its principal office, accompanied by a written instrument of counsel transfer in a form reasonably satisfactory to it, duly executed by the Companyregistered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides to the Company an opinion of counsel in a form reasonably satisfactory to the Company.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”)) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the Warrantsacquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Fourth Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Fourth Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (iiB) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iiiC) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “"Securities Act”)") or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s 's reliance on such exemption is predicated in part on the representations made by the each Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “"accredited investor” within the meaning of Rule 501(a) " as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such holder, with the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company (and the Company hereby acknowledges and agrees that Xxxxxxx Xxxxxxx & Xxxxxxxx is reasonably satisfactory to the Company), stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered ------------------------------------------ holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “"Securities Act”"), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s 's reliance on such exemption is predicated in part on the representations made by the Initial Holder Holders of the Warrants to and with the Company that each such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “"accredited investor” within the meaning of Rule 501(a) " as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, or (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the applicable representations set forth in the preceding sentence in writing to the Company and provides Company, with the delivery to the Company and the Transfer Agent of an opinion of counsel in a form counsel, reasonably satisfactory to the Company, stating that (A) no registration is required under the Securities Act, and (B) such disposition will also be in compliance with applicable state securities law; provided that no such opinion of counsel shall be required for a transfer of the Warrants or the related Warrant Shares by an Initial Holder to any of its affiliates, provided that such affiliate assumes all of such Initial Holder's obligations hereunder.

Warrants and Warrant Shares Not Registered. Each registered ------------------------------------------ holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “"Securities Act”)") or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s 's reliance on such exemption is predicated in part on the representations made by the each Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “"accredited investor” within the meaning of Rule 501(a) " as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such holder, with the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company (and the Company hereby acknowledges and agrees that Xxxxxxx Xxxxxxx & Xxxxxxxx is reasonably satisfactory to the Company), stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares (x) which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”)) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder Holders of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the Warrantsacquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Third Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (iiB) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iiiC) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”)) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the Warrantsacquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Third Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (iiB) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iiiC) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the each Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company. The Company reserves the right to restrict any offer, sale or other transfer of Warrants or Warrant Shares pursuant to clause (iii) above and provides to require the Company completion, execution and delivery of (x) a letter from the transferee substantially in the form of the Transferee’s Letter attached hereto as Exhibit B and (y) an opinion of counsel in a form reasonably satisfactory to the Company that the proposed transfer does not require registration under the Securities Act, which opinion shall be at the expense of the Company.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares which may be purchased theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of a Warrant are not registered under together with the Securities Act of 1933, as amended (the “Securities Act”opinion described in Section 5(b), that if required, whereupon, but only if such transfer is not restricted pursuant to the issuance Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(b) above, such transferring holder shall be entitled to dispose of the Warrants and and/or the offering and sale of such Warrant Shares are being made theretofore issued upon the exercise thereof, all in reliance on accordance with the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder terms of the Warrants to and with the Company that notice delivered by such holder (1) is acquiring the Warrants in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company. In the event of such transfer, that such the Company shall register the transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth outstanding Warrants in the preceding sentence in writing Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company and provides to the Company an opinion at its principal office, accompanied by a written instrument of counsel transfer in a form reasonably satisfactory to it, duly executed by the Companyregistered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”)) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder Holders of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the Warrantsacquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Third Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (iiB) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iiiC) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares which may be purchased theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of a Warrant are not registered under together with the Securities Act of 1933, as amended (the “Securities Act”opinion described in Section 5(b), that if required, whereupon, but only if such transfer is not restricted pursuant to the issuance Third Amended and Restated Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(b) above, such transferring holder shall be entitled to dispose of the Warrants and and/or the offering and sale of such Warrant Shares are being made theretofore issued upon the exercise thereof, all in reliance on accordance with the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder terms of the Warrants to and with the Company that notice delivered by such holder (1) is acquiring the Warrants in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company. In the event of such transfer, that such the Company shall register the transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth outstanding Warrants in the preceding sentence in writing Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company and provides to the Company an opinion at its principal office, accompanied by a written instrument of counsel transfer in a form reasonably satisfactory to it, duly executed by the Companyregistered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the each Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company. The Company reserves the right to restrict any offer, sale or other transfer of Warrants or Warrant Shares pursuant to clause (iii) above and provides to require the Company completion, execution and delivery of (x) a letter from the transferee substantially in the form of the Transferee’s Letter attached hereto as Exhibit B and (y) an opinion of counsel in a form reasonably satisfactory to the CompanyCompany that the proposed transfer does not require registration under the Securities Act.

Warrants and Warrant Shares Not Registered. Each registered holder Holder of the Warrants, by acceptance thereof, represents and acknowledges that the such Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are thereof have not been and will not be registered under the Securities Act of 1933, as amended (on the “Securities Act”), grounds that the issuance of the such Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption exempt from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder of the Act as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial offering. Each Holder of the Warrants to represents and with the Company warrants that such holder Holder (1a) is acquiring the Warrants in good faith solely this Warrant for its investment for such Holder's own account, for investment and not with a view toward resale no intention of reselling or other distribution otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of such Holder's property shall at all times be within such Holder's control, (b) is an "accredited investor" as defined in Rule 501 of Regulation D under the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3c) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the 4 5 acquisition and exercise of the Warrants, and (d) has been provided all such information and access to information concerning such Holder's investment hereunder as such Holder has requested from the Company. Neither the Warrants nor the related Warrant Shares may be transferred except (i) (a) pursuant to an effective registration statement under the Securities ActAct or (b) in the case of transfers other than those described in clause (i)(a), upon the conditions specified in Section 11 hereof, which conditions are intended, among other things, to ensure compliance with the provisions of the Act in respect of the transfer of such Warrant or of such Warrant Shares, and (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies upon compliance with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides to the Company an opinion of counsel in a form reasonably satisfactory to the Companyapplicable state securities laws.

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares (x) which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”)) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder Holders of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “accredited investor” within the meaning of Rule 501(a) as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the Warrantsacquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides to the Company an opinion of counsel in a form reasonably satisfactory to the Company.,

Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “"Securities Act”"), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s 's reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “"accredited investor” within the meaning of Rule 501(a) " as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides to the Company an opinion of counsel in a form reasonably satisfactory to the Company.

Warrants and Warrant Shares Not Registered. Each registered holder of ------------------------------------------ the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “"Securities Act”)") or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 under Section 4(2) of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder from similar exemptions under state securities laws as not involving any public offering and that the Company’s 's reliance on such exemption is predicated in part on the representations made by the each Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for investment for its own account, for investment and not with a view toward resale no present intention of reselling or other distribution within otherwise distributing the meaning of the Securities Actsame, (2) is an “"accredited investor” within the meaning of Rule 501(a) " as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such holder, with the delivery to the Company of an opinion of counsel in a form reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company (and the Company hereby acknowledges and agrees that Xxxxxxx Xxxxxxx & Xxxxxxxx is reasonably satisfactory to the Company), stating that no registration is required under the Securities Act.