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The Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor 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.

The Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section[Section 4.1(b)], the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor 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.

The WarrantsCompliance with Securities Laws on Transfer. This Warrant and Warrantthe Shares issued upon exercise hereof may onlynot be disposed oftransferred or assigned in whole or in part except in compliance with applicable federal and state and federal securities laws. In connection with any transfer of Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in [Section 4.1(b)], the Company may require the transferor thereof to provide to the Company an opinion of counsel selectedlaws by the transferor and reasonably acceptable to the Company,transferee (including, without limitation, the formdelivery of investment representation letters and substance of which opinion shall belegal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel in connection with a transfer by Holder of this Warrant if the effecttransfer is to an affiliate (as defined in Regulation D promulgated under the Act) of Holder, provided that such transfer does not require registration of such transferred Warrantaffiliate is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act.Act).

The WarrantsCompliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant Shares(and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may onlynot be disposed oftransferred or assigned in whole or in part except in compliance with applicable federal and state and federal securities laws. In connection with any transfer of Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in [Section 4.1(b)], the Company may require the transferor thereof to provide to the Company an opinion of counsel selectedlaws by the transferor and reasonably acceptable to the Company,transferee (including, without limitation, the formdelivery of investment representation letters and substance of which opinion shall belegal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the effect that such transfer does not require registrationavailability of such transferred WarrantRule 144 promulgated under the Securities Act.

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