and the Company or its transfer agent will issue and deliver, at the Companys expense, a new Warrant or Warrants of like tenor and otherwise on identical terms with this Warrant, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock called for on the face or faces of the Warrant or Warrants so surrendered.
(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant, and will promptly update such register to reflect any transfers in compliance with the terms hereof. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holders address as shown on the warrant register by written notice to the Secretary of the Company requesting such change.
4. No Impairment. The Company will not, by amendment of the Certificate or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times, in good faith, carry out all such terms. This provision shall not restrict the Companys right to amend the Certificate with the requisite stockholder consent.
5. Market Stand-Off. In the event of the consummation of an IPO, the Registered Holder agrees, if so requested by the Company and the representative of the underwriters of the Common Stock (or other securities) of the Company, that the Registered Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, this Warrant or any Warrant Stock held by such Registered Holder (other than those included in the registration) during the 210-day period following the effective date of the IPO; provided, however, that all officers and directors of the Company and holders of at least one percent (1%) of the Companys voting securities are bound and have entered into similar agreements.
6. Representations and Warranties of the Registered Holder. The Registered Holder hereby represents and warrants to the Company, that:
(a) Authorization. The Registered Holder has full power and authority to enter into this Warrant. The Warrant, when executed and delivered by the Registered Holder, will constitute a valid and legally binding obligation of the Registered Holder, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(b) Purchase Entirely for Own Account. This Warrant is issued to the Registered Holder in reliance upon the Registered Holders representation to the Company, which by the Registered Holders acceptance of this Warrant, the Registered Holder hereby