Common use of Assignment of Certain Rights and Obligations Clause in Contracts

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities (or all or any portion of the Note or the Warrant) if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a). Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities (or all or any portion of the Note Preferred Shares or the Warrant) only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred. The Buyer shall have the right to assign its rights under Section 5(j) in full or a proportionate amount of such rights to a purchaser of the Preferred Shares or a portion thereof. Transfer of the Preferred Shares shall be limited as provided in the Certificate of Designations and transfer of the Warrants shall be limited as provided therein.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note or the WarrantWarrants) only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred. The Buyer shall have the right to assign its rights under Section 5(j) in full or a proportionate amount of such rights to a purchaser of the Notes or a portion thereof. Transfer of the Note shall be limited as provided therein and transfer of the Warrants shall be limited as provided therein.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities (or all or any portion of the Note or the WarrantWarrants) if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a). Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities (or all or any portion of the Note Preferred Shares or the Warrant) only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the a Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred. Each Buyer shall have the right to assign its rights under Section 5(j) in full or a proportionate amount of such rights to a purchaser of the Preferred Shares or a portion thereof. Transfer of the Preferred Shares shall be limited as provided in the Certificate of Designations and transfer of the Warrants shall be limited as provided therein.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note any Note, Warrant, Warrant Note, or the Common Stock Warrant) who is an "accredited investor" as that term is defined in Regulation D under the 1933 Act, only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transferassignment, furnished with notice of (A) the name and address of such transferee and (B) the securities Securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the such transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) immediately after such transfer such transferee holds at least 25,000 shares of Common Stock or a portion (which, if Section 5(aapplicable, may be all) shall be applicable to of any Note, Warrant, Warrant Note, or Common Stock Warrant which at the time of such transfertransfer is convertible into or exercisable for 25,000 shares of Common Stock (or any combination thereof) or such lesser amount of Common Stock that any Note, Warrant, Warrant Note, or Common Stock Warrant is convertible into or exercisable for at the time of such Investor shall have complied with Section 5(a)assignment. Upon any such transferassignment, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b)5, 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer assignment take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement relating to the Registrable Securities involved in such transfer and related the Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 5(c), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note Preferred Shares or the any Warrant) who is an "accredited investor" as that term is defined in Regulation D under the 1933 Act, only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transferassignment, furnished with notice of (A) the name and address of such transferee and (B) the securities Securities with respect to which such rights and obligations are being transferredassigned, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the such transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company (x) to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 5(c), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5y) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)complete and deliver to the Company promptly a Questionnaire. Upon any such transferassignment, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b)5, 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer; provided, however, that the Company shall remain obligated to such assigning investor notwithstanding such assignment. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer assignment, and subject to receipt of a completed Questionnaire from the transferee, take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement relating to the Registrable Securities involved in such transfer and related the Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferredassigned.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities (or all or any portion of the Note Preferred Shares or the Warrant) only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the a Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred.. Each Buyer shall have the right to assign its rights under Section 5(j) in full or a proportionate amount of such rights to a purchaser of the Preferred Shares or a portion thereof. Transfer of the Preferred Shares shall be limited as provided in the Certificate of Designations and transfer of the Warrants shall be limited as provided therein..

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities (or all or any portion of the Note Notes or the WarrantWarrants and the Additional Warrants) only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred. Transfer of the Note shall be limited as provided therein and transfer of the Warrants and the Additional Warrants shall be limited as provided therein.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b)5, 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note or the WarrantWarrants) only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b)5, 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred. Transfer of the Note shall be limited as provided therein and transfer of the Warrants shall be limited as provided therein.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note Preferred Shares or the any Warrant) who is an "accredited investor" as that term is defined in Regulation D under the 1933 Act, only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transferassignment, furnished with notice of (A) the name and address of such transferee and (B) the securities Securities with respect to which such rights and obligations are being transferredassigned, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the such transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transferassignment, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b)5, 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer assignment take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement relating to the Registrable Securities involved in such transfer and related the Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferredassigned.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note Notes or the WarrantWarrants) only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)hereof. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred. Transfer of the Note shall be limited as provided therein and transfer of the Warrants shall be limited as provided therein.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, 8 and 10 9 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note or the WarrantWarrants) who is a Permitted Transferee only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, 8 and 10 9 hereof as shall have been so assigned to such transferee and (5) immediately after such transfer such transferee holds at least 50,000 shares of Common Stock or a portion (which, if Section 5(aapplicable, may be all) shall be applicable to of the Notes and/or Warrants which at the time of such transfer is convertible into or exercisable for 50,000 shares of Common Stock (or any combination thereof) or such lesser amount into which the Note is convertible at the time of such transfer, such Investor shall have complied with Section 5(a). Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a)5, 5(b), 8, 9, 8 and 10 9 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred.

Assignment of Certain Rights and Obligations. The rights of an the Buyer or any other Investor under Sections 5(a), 5(b), 8, 9, 9 and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note Preferred Shares or the WarrantWarrants) only if: (1) such Investor agrees in writing with such the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfertransfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee and (B) the securities with respect to which such registration rights and obligations are being transferredtransferred or assigned, (3) in the case of assignment any transfer of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (4) at or before the time the Company received the written notice contemplated by clause (2) of this sentence the transferee or assignee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, 9 and 10 hereof as shall have been so assigned to and (e) such transferee and (5) if Section 5(a) shall holds at least 50,000 shares of Common Stock, shares of Preferred Stock, Warrants, common stock purchase warrants issued pursuant to the Other Stock Purchase Agreements or 1997 Notes, or any combination thereof, which at the time of transfer are convertible into or exercisable for at least 50,000 shares of Common Stock or such lesser amount of shares into which the Preferred Shares are then convertible or which may be applicable to such transfer, such Investor shall have complied with Section 5(a)purchased upon exercise of the Warrants. Upon any such transferassignment, the Company shall be obligated to such 39 45 transferee to perform all of its covenants under Sections 5(a), 5(b)5, 8, 9, 9 and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer assignment take such actions as shall be reasonably acceptable to the transferring Buyer or other Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such the rights and obligations to registration have been so transferredassigned.

Assignment of Certain Rights and Obligations. (1) The rights of an the Buyer or any other Investor under Sections 5(a), 5(b)5, 8, 9, 9 and 10 of this Agreement shall be automatically assigned by the Buyer or such Investor to any transferee of all Permitted Transferee only if the Buyer or any portion of such Investor’s Registrable Securities other Investor complies with the following requirements (or all or any portion of the Note or the Warrant) if: in which case such assignment shall be automatic): (1A) such Investor agrees in writing with such transferee Permitted Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2B) the Company is, within a reasonable time after such transfer, furnished with notice of (Ai) the name and address of such transferee Permitted Transferee and (Bii) the securities with respect to which such rights and obligations are being transferred, (3C) in the case of an assignment of the rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee such Permitted Transferee is restricted under the 1933 Act and or applicable state securities laws, (4D) at or before the time the Company received the notice contemplated by clause (2B) of this sentence the transferee such Permitted Transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 99 and this Section 10 (other than Section 10(n)) and furnishes to the Company a questionnaire in substantially the form of the Questionnaire indicating, and 10 hereof to the reasonable satisfaction of the Company, that such Permitted Transferee is an "accredited investor" as shall have been so assigned to such transferee defined in Regulation D under the 1933 Act and (5E) if Section 5(ain the case of any (2) shall be applicable to such transfer, such Investor shall have complied with Section 5(a). Upon any such transferassignment in accordance with paragraph (1) of this Section, from and after the receipt by the Company of the notice required by clause (B) of Section 10(j) (1) the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b)5, 8, 9, 9 and 10 (other than Section 10(n)) of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer. In connection with any such transfer assignment the Company shall, at its sole cost and expense, promptly after such transfer assignment take such actions as shall be reasonably acceptable to the transferring assigning Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferredassigned.

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note Preferred Shares, Additional Preferred Shares, Unit Purchase Warrant or the any Warrant) who is an "accredited investor" as that term is defined in Regulation D under the 1933 Act, only if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transferassignment, furnished with notice of (A) the name and address of such transferee and (B) the securities Securities with respect to which such rights and obligations are being transferredassigned, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the such transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company (x) to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5y) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)complete and deliver to the Company promptly a Questionnaire. Upon any such transferassignment, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b)5, 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the Buyer; provided, however, that the Company shall remain obligated to such assigning investor notwithstanding such assignment. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer assignment, and subject to receipt of a completed Questionnaire from the transferee, take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement relating to the Registrable Securities involved in such transfer and related the Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferredassigned.

Assignment of Certain Rights and Obligations. The rights and obligations of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities (or all or any portion of the Note or the Warrant) who is a Permitted Transferee only if: (1i) such Investor agrees in writing with such transferee to assign such rightsrights and obligations and such transferee agrees to assume them, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (2ii) the Company is, within a reasonable time after such transfer, furnished with notice of (A1) the name and address of such transferee and (B2) the securities with respect to which such rights and obligations are being transferred, ; (3iii) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, ; (4iv) at or before the time the Company received the notice contemplated by clause (2ii) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such all of the provisions contained in Sections 5(a), 5(b), 8, 9hereof, and 10 hereof as shall have been so assigned to (v) immediately after such transfer such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a)holds at least 50,000 shares of Common Stock. Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, Agreement as if such transferee were the BuyerPurchasers. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each the Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred.