Common use of Assignment of Registration Rights Clause in Contracts

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation is, within a reasonable time after such transfer, fumished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company Stockholder to one or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, more transferees or (ii) in the case of any Holder, (x) a transferee or assignee assignees of such securities whowho hold, after pursuant to such assignment or transferassignment(s), holds at least twenty a number of Registrable Securities constituting in excess of five percent (205%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") outstanding shares of Holder or (z) or to a trust, the beneficiaries Common Stock of which are exclusively the Holder and/or Family MembersCompany, provided, in each case, that: (a) the Corporation Company is, within a reasonable time ten (10) days after any such transfer, fumished furnished with written notice of the name and address of such transferee transferees or assignee assignees and the securities with respect to which such registration rights are being assigned; (b) such transferee transferees or assignee assignees agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee transferees or assignee assignees is restricted under the Act. For In the purposes event of determining any assignment by the number Stockholder pursuant to this Section 1.11, any right of shares the Stockholder hereunder may only be exercised by written instrument executed by the holders of at least thirty percent (30%) of the Registrable Securities held by a transferee then outstanding (the "Written Instrument") and the Company may rely on the Written Instrument in effecting such right or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire rights to register Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for pursuant to Section 1. Upon any proper assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under in accordance with this Section 11.11, any reduction (pursuant to Section 1.7) in the participation among holders of Registrable Securities in any registration subject to Section 1.7 shall, unless the Stockholder and such other holders of Registrable Securities notify the Company of their agreement otherwise, be allocated among such holders pro rata in accordance with their respective holdings of Registrable Securities.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article 4 may be assigned (but only with all related obligations) by a Holder to, (i) in the case holder of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) Registrable Securities to a transferee or assignee of such securities who, (y) who is not an operating company engaged in a business activity directly competitive with the Company (as reasonably determined by the Company’s Board of Directors) and who after such assignment or transfer, holds at least twenty percent 50,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinationscombinations and similar recapitalization events); provided, reclassifications and other like transactions) of however, no Investor shall be deemed to be engaged in a business activity directly competitive with the Registrable Securities originally held by such transferring HolderCompany, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) who is an Affiliate or to a trust, constituent partner of such holder; provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and (ii) the transferee or assignee shall acknowledge in writing that the transferred or assigned Registrable Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Article 4.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, Holder: (i) in to a transferee or assignee who holds or would hold, after giving effect to the case transfer, at least one hundred fifty thousand (150,000) shares of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or such securities; (ii) in prior to the case of any HolderCompany's Qualified IPO, (x) and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities whothat is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after such assignment or giving effect to the transfer, holds the lesser of (A) at least twenty percent fifty thousand (20%50,000) shares of such securities; or (as appropriately adjusted for B) all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally such securities then held by such transferring Holdertransferee; and (iii) after the Company's Qualified IPO, (y) to a transferee or assignee who of such securities that is a spousecurrent or former constituent partner, lineal descendant, adopted child, father, mother, brother or sister Affiliate (each, a "Family Member") of Holder or (zas defined under Rule 405 pursuant to the Act) or to member of a trustHolder, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 subsection 1.2(a) may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent 2,000,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of recapitalizations), provided the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. The rights to cause the Company to register Registrable Securities pursuant to subsection 1.2(b) may be assigned (bbut only with all related obligations) by Enron to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 1,500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee agrees in writing and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be bound effective only if immediately following such transfer the further disposition of such securities by and the transferee or assignee is restricted under the Act. The rights to cause the Company to register Registrable Securities pursuant to subsections 1.2(c) or 1.2(d) may be assigned (but only with all related obligations) by MCI WorldCom to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 1,250,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the terms Company is, within a reasonable time after such transfer, furnished with written notice of the name and conditions address of this Agreement, including without limitation such transferee or assignee and the provisions of Section 1.12 belowsecurities with respect to which such registration rights are being assigned; and (c) provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, to a transferee or assignee (i) in of at least one million (1,000,000) shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or the case like) (or if the transferring Holder owns less than one million (1,000,000) shares of any Holder such securities, then all Registrable Securities held by the transferring Holder), (ii) that is a partnershipsubsidiary, parent, partner, limited liability company partner, retired partner, member, retired member or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates stockholder of that a Holder, or (iiiii) in that is an Affiliated Fund, provided that the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, to a transferee or assignee: (i) in of at least 1,000,000 shares of such Registrable Securities (subject to adjustment for stock splits, stock dividends, reclassification or the case of any Holder like); (ii) that is an Affiliate, subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnershipHolder; (iii) that is an affiliated fund or entity of the Holder, which means with respect to a limited liability company or corporationa limited liability partnership, any current and former constituent partnersa fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, members, stockholders, affiliate funds and affiliates of that Holdercontrolled by, or under common control with such manager or managing member or general partner or management company (iisuch a fund or entity, an “Affiliated Fund”); (iv) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachor any further transfers between such Persons) (such a relation, a "Holder’s “Immediate Family Member"”, which term shall include adoptive relationships); or (v) any custodian or trustee of Holder or (z) or to a any trust, partnership or limited liability company for the beneficiaries benefit of, or the ownership interests of which are exclusively the owned wholly by, such Holder and/or or any Immediate Family MembersMember of such Holder (such an entity, a Holder’s “Family Trust”) or any further transfers between such Persons; provided, that in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement by executing a joinder in the form attached hereto as Exhibit C (the “Joinder”), and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the ActA) of such holder, affiliated partnerships, constituent (x) a partnership who are partners or retired partners of such partnerships partnership, or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership or limited liability company, and (B) a Holder’s Immediate Family Members and Family Trust, shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesHolder; provided, that, provided that all assignees and transferees who would do not qualify individually hold at least 1,000,000 shares of Registrable Securities (subject to adjustment for assignment of registration rights stock splits, stock dividends, reclassification or the like) shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities whothat (i) is a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii), after such assignment or transfer, holds at least twenty percent 381,400 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, recapitalizations); provided that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 2.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferee or assignee (as defined in Rule 405 i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the Act) benefit of an individual Holder or such holderHolder’s Immediate Family Member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. A. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after if (x) such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for transfer involves all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring the Holder, or (y) a transferee or assignee who transfer by a Holder which is a spousecorporation to any affiliate, lineal descendantofficer, adopted childdirector, fatherpartner, mothermember, brother or sister (eachemployee of such Holder and a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a "Family Member") transfer by a Holder which is a limited liability company to a member of such limited liability company or a retired member who resigns after the date hereof or to the estate of any such member or retired member; or a transfer by a Holder or (z) which is an individual to a member of the immediate family of such individual or to a trust, trust solely for the beneficiaries benefit of which are exclusively such individual or the Holder and/or Family Members, members of the immediate family of such individual or to the estate of such individual; provided, in each casethat all such assignees who would not qualify individually for assignment of registration rights under Section 12 .1. A shall have a single attorney-in-fact for the purpose of exercising any rights, that: receiving notices or taking any action under this Section 12.1 and shall provide a power of attorney to that effect if requested by the Company. B. No assignment or transfer pursuant to this Section 12.1 shall be effective unless (ai) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (bii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (ciii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(k), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Preferred Stock, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Preferred Stock, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of "affiliates" counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The (a) Subject to Sections 2.10(b) and (c), the rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, Stockholder to a transferee or assignee of Registrable Securities (i) in which acquires at least five percent (5%) of the case transferring Stockholder’s aggregate shares of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that HolderRegistrable Securities, or (ii) who acquires such Registrable Securities in the case of any Holdera Permitted Transfer; provided, however, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (aA) the Corporation istransferor shall, within a reasonable time ten (10) days after such transfer, fumished with furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; assigned and (B) such transferee shall agree to be subject to all restrictions set forth in this Agreement. (b) such transferee or assignee agrees Upon an Event of Default by Alphaeon, all registration rights granted to Alphaeon (in writing its capacity as the initial Stockholder hereunder) in this Agreement shall immediately and automatically be assigned in full to DI, as the collateral agent of the DI Notes, and Longitude, as holder of the Longitude Note, with respect to any Registrable Securities possessed by DI, as the collateral agent for the DI Notes, and Longitude, as holder of the Longitude Note, and DI and Longitude shall thereupon be bound by and subject to the terms and conditions of Stockholders under this Agreement, including without limitation the provisions of Section 1.12 below; and . (c) In the event all registration rights granted to Alphaeon as the initial Stockholder in this Agreement are immediately and automatically assigned in full to DI, as the collateral agent of the DI Notes, and Longitude, as holder of the Longitude Note pursuant to Section 2.10(b), DI and Longitude, collectively, thereafter, may assign all or a portion of such registration rights to up to two (2) transferees (each, a “Permitted Transferee” and such assignment shall be effective only if immediately following a “DI/Longitude Transfer”), provided, (i) each such transfer Permitted Transferee acquires at least ten percent (10%) of the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, (ii) the holdings applicable transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of "affiliates" (as defined in Rule 405 under the Act) name and address of such holderPermitted Transferee and the securities with respect to which such registration rights are being assigned, affiliated partnershipsand (iii) such Permitted Transferee shall agree to be subject to all restrictions set forth in this Agreement as if it were the initial Stockholder hereunder, constituent or retired partners of whereupon each such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) Permitted Transferee shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Stockholder hereunder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring a Holder, (yii) a transferee or assignee that is an Affiliated Fund, (iii) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "Holder’s “Immediate Family Member"”, which term shall include adoptive relationships), or (iv) that is a trust for the benefit of an individual Holder or (z) or to a trustsuch Holder’s Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article I may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (i) of such securities who, after such assignment or transfer, holds at least twenty percent 500,000 Registrable Securities (20%) (as appropriately adjusted subject to adjustment for all stock splits, dividendsreverse stock splits, combinations, reclassifications stock dividends and other like similar transactions); (ii) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who that is a spousesubsidiary, lineal descendantparent, adopted childAffiliate, fatherpartner, motherlimited partner, brother retired partner, member, retired member or sister stockholder of a Holder; (eachiii) that is an Affiliated Fund; (iv) that is a family member of, or a "Family Member") of Holder trust for the benefit of, such Holder; or (zv) or that currently has rights pursuant to a trustArticle I of this Agreement; provided, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as Family Members y) a limited liability company who are members or retired members of such limited liability company (including immediate family members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1limited liability company.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) of the Holder's shares (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation is, within a reasonable time after such transfer, fumished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article I may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities (i) that is a subsidiary, parent, member, partner, limited partner, retired partner, grantor or shareholder of a Holder, (ii) that is an investment fund managed by a Holder or the directors, officers, partners or members of such Holder, (iii) that is a Holder’s family member or trust for the benefit of an individual Holder, or (iv) who, after such assignment or transfer, holds at least twenty percent 500,000 shares of Preferred Stock and/or Common Stock issuable upon the conversion of the Preferred Stock then held by the transferor of such Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of the Registrable Securities originally held by recapitalizations with respect to such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, shares); provided that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including (without limitation limitation) the provisions of Section 1.12 1.13 below, including the execution of an Adoption Agreement in the form attached hereto as Exhibit A; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesthe provisions of Section 4.8 below shall be applicable; provided, that, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Article I. Notwithstanding anything to the contrary set forth herein, MissionOG Fund II, L.P. and MissionOG Parallel Fund II, L.P. may transfer all of its rights and obligations to register Registerable Securities under this Article I at any time to an affiliate of MissionOG Capital, LLC to which it transfers shares of Series D Preferred Stock or Series E Preferred Stock of the Company.

Assignment of Registration Rights. The Seller may assign its rights to cause the --------------------------------- Corporation Company to register Registrable Securities Shares pursuant to this Section 1 may be assigned Agreement only to (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (xa) a transferee or assignee of such securities whothat, after such assignment or transfer, holds is to hold at least twenty percent 500,000 (20%five hundred thousand) Registrable Shares (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactionsrecapitalizations); (b) with respect solely to the assignment of the rights and obligations in connection with Shelf Registrations pursuant to Section 4 above or associated therewith, to an assignee who, immediately following such assignment, also holds either at least 20,000 (twenty thousand) Registrable Securities originally held by Shares, or other securities convertible into at least 20,000 such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder Registrable Shares; or (zc) any affiliate of either Priortech or to Chroma, or any party who acquires ownership or control of Priortech or Chroma through a trustmerger, the beneficiaries consolidation, sale of which are exclusively the Holder and/or Family Members, all or substantial assets or similar business combination; all provided, in each casehowever, that: (ai) no such rights may be assigned until the Corporation is, within a reasonable time after such transfer, fumished with Company is given written notice by the transferor at the time of such assignment stating the name and address of such transferee or assignee transferee, and the securities with respect to which such registration rights are being assigned; (b) , and that any such transferee or assignee agrees in writing to be bound by and shall receive such assigned rights subject to all the terms and conditions of this AgreementAgreement (excepting, with respect only to assignments pursuant to clause (b) above, those terms and conditions contained in Sections 2 and 3 above and Section 12 below), including without limitation the provisions of this Section 1.12 below11; (ii) transferee shall, as promptly as practicable and within at least 14 (fourteen) days after such transfer, furnish the Company with the transferee’s written agreement to be bound by this Agreement; and (ciii) no such assignment or assignments shall be effective only if immediately following increase the obligations of the Company hereunder. At the request of Priortech or Chroma, the Company shall enter into a separate registration rights agreement with a permitted transferee of Registrable Shares on substantially the terms of this Agreement, mutatis mutandis, provided that such transfer separate agreement does not increase the further disposition obligations of such securities the Company (in the discretion of the Company’s Audit Committee) and is approved by the transferee or assignee is restricted under the Act. For the purposes Company’s Audit Committee and Board of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Directors.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder toto a transferee, (i) in the case of any Holder that is a partnershipmember, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee retired member or assignee of such securities whothat (i) is a subsidiary, Affiliate, parent, partner, limited partner, retired partner or stockholder of a Holder, (ii) is a Holder’s immediate family member (parent, step-parent, spouse, registered domestic partner, child or step-child) or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least twenty percent two hundred fifty thousand (20%250,000) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) shares of the Registrable Securities originally held by such transferring Holder, (ysubject to appropriate adjustment for recapitalizations) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing, a copy of which writing is provided to the Company at the time of transfer, to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 2.12, below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferee and assignee (as defined in Rule 405 under i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is otherwise an Affiliate of the ActHolder, (iii) who is a family member of a Holder, or (iv) that is a trust for the benefit of an individual Holder or such holderHolder’s family member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 3 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by (for so long as such transferring shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, (yc) is a holder of a Convertible Note who received the Convertible Note under the Convertible Credit Agreement pursuant to the terms thereof or is a transferee or assignee who is a spousepursuant to Section 3.1(c)(vi), lineal descendant(d) acquires at least 5,500,000 shares of Registrable Securities (as adjusted for stock splits and combinations), adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (ze) is an entity affiliated by common control (or to a trust, the beneficiaries of which are exclusively the other related entity) with such Holder and/or Family Members, provided, in each casehowever, that: (ai) the Corporation istransferor shall, within a reasonable time ten (10) days after such transfer, fumished with furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; , (bii) such transferee or assignee agrees in writing shall agree to be bound by and subject to the terms and conditions of all restrictions set forth in this Agreement, including without limitation the provisions of Section 1.12 below; Agreement and (ciii) in the event of the assignment of such assignment rights in connection with an IPO Exempt Transfer, the exercise of any such rights by any Holder shall be effective only if immediately following coordinated exclusively by FOD Capital, LLC, a Florida limited liability company (“FOD Capital”), and the Company shall have no obligation to register Registrable Securities pursuant to this Section 3 with respect to any Holder pursuant to any request or exercise of rights not coordinated exclusively by FOD Capital and pursuant to which FOD Capital serves as the sole representative of all such transfer Holders vis-a-vis the further disposition of such securities by the transferee or assignee is restricted under the ActCompany. For the purposes avoidance of determining doubt, any transferee of the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, Convertible Notes will be entitled to the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration same rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under pursuant to this Section 13 as KLIM.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Preferred Holder to, to (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) 50,000 shares of the Registrable Securities originally held by such transferring Holdersecurities, (yii) a transferee or assignee who is of all of such Registrable Securities held by such transferring holder, if less than 50,000 shares, (iii) a spousegeneral partner, lineal descendantlimited partner, adopted childretired partner, fathermember or retired member, motheraffiliate, brother parent or sister (each, a "Family Member") majority-owned subsidiary of Holder the transferee or (ziv) in the case of the Wellcome Trust Limited, any successor trustee of the Wellcome Trust or additional trustee or trustees of the Wellcome Trust from time to a trusttime, or any company whose shares are all held directly or indirectly by the beneficiaries Wellcome Trust, or any nominee or custodian of which are exclusively any such person; provided the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, only to (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (xa) a transferee or assignee of at least 40,000 shares of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted presently constituted and subject to subsequent adjustments for all stock splits, stock dividends, combinationsreverse stock splits, reclassifications recapitalizations and other like transactions) the like), or all of the Registrable Securities originally held by such transferring Holder’s securities, if less, (yb) a transferee or assignee who is a partner, retired partner or affiliated fund of a Holder that is a partnership or a member or former member of a Holder that is a limited liability company, (c) a transferee or assignee who is a “family member” (defined for purposes of this Section 1.12 as a spouse, ancestor, lineal descendant, adopted child, father, mother, brother descendant or sister (each, a "Family Member"sibling) of such Holder or (z) or to a trust, the sole beneficiaries of which are exclusively the Holder and/or Family Membersfamily members of such Holder, provided(d) a transferee or assignee who is an affiliate of such Holder within the meaning of Rule 501(b) under the Securities Act or (e) any third party approved by the Company’s Board of Directors (a “Permitted Transferee”), in each case, that: (a) provided that the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee Permitted Transferee and the securities with respect to which such registration rights are being assigned; and provided further, that such assignment shall be effective only if (ba) such transferee or assignee the Permitted Transferee agrees in writing to be bound by and subject to the terms and conditions obligations of a Holder under this Agreement, including without limitation the provisions of Section 1.12 1.14 below; , and (cb) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the All shares beneficially owned by affiliated entities or persons shall be aggregated together for purposes of determining the number of shares of Registrable Securities held by whether a transferee or assignee is a Permitted Transferee. As a condition of such aggregation, holders of a holder majority of Registrable Securitiesthe shares of the aggregating persons and entities shall designate in writing from time to time one representative for all aggregating persons and entities, and the holdings of "affiliates" (as defined in Rule 405 under Company shall be entitled to definitively rely upon the Act) authority of such holder, affiliated partnerships, constituent representative and any action or retired partners omission of such partnerships (as well as Family Members of such partners representative in exercising or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration failing to exercise the rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1hereunder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 9 may be assigned (but only with all the related obligations) by a Holder toPurchaser, provided (i) in the case each transfer to each transferee or designee involves either (X) all Registrable Securities held by such Purchaser, (Y) not less than twenty-five thousand (25,000) shares of any Holder that is a partnership, limited liability company Preferred Stock or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that HolderRegistrable Securities, or (iiZ) in the case of any Holder, (x) an Affiliate or a transferee current or assignee former general or limited partner or member of such securities who, after such assignment Purchaser or transfer, holds at least twenty percent any Affiliate (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, ancestor, lineal descendantdescendant or sibling of any of the foregoing who acquires such Registrable Securities by gift, adopted childwill or intestate succession), father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (aii) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; assignee, (biii) such transferee or assignee agrees in writing to be bound by and subject to assume the terms and conditions obligations of this Agreement, including without limitation the provisions of Section 1.12 below; 9 and (civ) such assignment shall be effective only if immediately following such transfer the further disposition of such securities shares by the transferee or assignee is restricted under the Securities Act (for purposes of this statement, if the transferee, together with all Affiliated persons is able to sell all of the Restricted Securities held by such transferee pursuant to Rule 144(b)(1) without volume or other restrictions during any and all three-month periods then further disposition will not be deemed to be restricted under the Securities Act). For the All shares or Registrable Securities transferred by Affiliated persons shall be aggregated together for purposes of determining the number availability of shares any rights in this Section 9. If a person becomes an assignee of any Registrable Securities, including in connection with a distribution of Registrable Securities held by a transferee or assignee of a holder of Registrable SecuritiesSecurities to its partners or members, after a Registration Statement becomes effective under the Securities Act, the holdings Company shall, as promptly as is reasonably practicable following delivery of "affiliates" (as defined in Rule 405 under written notice to the Act) Company of such holderassignment requesting that such assignee be included as a selling securityholder in the prospectus related to such Registration Statement, affiliated partnershipsand in any event within thirty (30) days after such date, constituent file a supplement to the related prospectus or retired partners a post-effective amendment to the Registration Statement and any other required documents with the SEC so that such assignee is named as a selling securityholder in the Registration Statement and the related prospectus in such a manner as to permit such assignee to deliver a prospectus to purchasers of such partnerships (as well as Family Members of such partners or spouses who acquire the Registrable Securities by gift, will or intestate succession) shall be aggregated together and in accordance with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1applicable law.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder toto a transferee of Registrable Securities that is: (a) the estate of such Holder, (i) in or the case spouse, siblings or lineal descendants of such Holder, or such Holder's spouse's siblings or lineal descendants or trusts for the benefit of any of the foregoing; (b) a stockholder, partner, retired partner who retires after the date hereof, limited partner, retired limited partner who retires after the date hereof, member, or retired member who retires after the date hereof of such Holder; (c) a corporation, partnership, limited liability company, joint venture, trust or individual who or which, directly or indirectly through one or more intermediaries, is controlled by or under common control with such Holder that is or which controls, directly or indirectly through one or more intermediaries, such Holder; (d) a trust for the benefit of, or partnership, corporation, limited liability company or corporationother entity owned or controlled by, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, the foregoing; or (iie) in the case any other transferee of any all, but not less than all, of such Holder's Registrable Securities; provided, however, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (ai) the Corporation istransferor shall, within a reasonable time ten (10) days after such transfer, fumished with furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; assigned and (bii) such transferee or assignee agrees in writing shall agree to become a party to and be bound by and subject to all restrictions set forth in this Agreement. For purposes of this Section 2.8, the terms "control", "controlled" and conditions "common control with" mean the ability, whether by the direct or indirect ownership of voting securities or other equity interest, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing or general partner of a partnership or limited partnership, respectively, or otherwise to select a majority of those persons exercising governing authority over an entity. Notwithstanding the foregoing and for the avoidance of doubt, a pledge, collateral assignment or other similar arrangement shall not be restricted under this AgreementAgreement in any manner and neither the Holder nor the secured party (or creditor) party to such pledge, including without limitation collateral assignment or other similar arrangement shall be required to comply with the provisions of Section 1.12 below; and (c) such assignment shall be effective only if the immediately following such transfer preceding proviso in the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee absence of a holder foreclosure or other realization of Registrable Securitiescollateral with respect to such pledge, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent collateral assignment or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1similar arrangement.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities whothat (i) is a subsidiary, after such assignment Affiliate, parent, partner, member, limited partner, retired partner, retired member or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) stockholder of the Registrable Securities originally held by such transferring a Holder, or (yii) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother Holder’s family member or sister (each, a "Family Member") trust for the benefit of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersan individual Holder, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 2.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities10 assignee, the holdings of "affiliates" transferee or assignee (as defined in Rule 405 i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the Act) benefit of an individual Holder or such holderHolder’s Immediate Family Member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation LogicVision to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a any Holder to, (i) in who transfers Registrable Securities with a value (based on the case closing price of any Holder that is a partnershipthe Common Stock as of the trading day immediately prior to the date of transfer) of at least $250,000 or, limited liability company if less, all of his, her or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates its shares of that Holder, Registrable Securities or (ii) in a transfer that does not require the case of any Holder, (x) a transferee amendment or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) supplement of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, Registration Statement and prospectus; provided, in each case, that: (a) the Corporation LogicVision is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Notwithstanding the foregoing, a Holder that is a partnership may assign its rights hereunder to its partners in connection with a distribution of Registrable Securities to such partners without limitation on the amount of Registrable Securities being transferred. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 18.

Assignment of Registration Rights. The All or any portion of the rights under this Agreement shall be automatically assignable by each Investor to cause any transferee or assignee (as the --------------------------------- Corporation to register case may be) of all or any portion of such Investor’s Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toSecurities, Common Warrants or Preferred Warrants if: (i) such Investor agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of any Holder that such rights, and a copy of such agreement is furnished to the Company within a partnership, limited liability company reasonable time after such transfer or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or assignment (as the case may be); (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment (as the case may be), fumished furnished with written notice of (a) the name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being assignedtransferred or assigned (as the case may be); (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment (as the case may be) the further disposition of such securities by the such transferee or assignee (as the case may be) is restricted under the Act1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the Certificate of Designations, the Common Warrants and the Preferred Warrants (as the case may be); and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and state securities laws. For the purposes of determining the number of shares The Investors shall require any transferee of Registrable Securities held by which are to be included in a transferee Registration Statement to agree to the provisions of this Section 9 and the Company shall not be required to include any Person’s Preferred Shares or assignee of a holder of Conversion Shares who holds Registrable Securities, but who was not an original Investor and/or signatory to this Agreement, in any Registration Statement, who has not complied with the holdings terms of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 19.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toto a transferee or assignee (a) of at least 10% of the transferring Holder’s aggregate Registrable Securities originally obtained from the Company (or if the transferring Holder then owns less than 10% of such originally acquired securities, then all remaining Registrable Securities then held by the transferring Holder), or an assignee who, after such assignment, holds at least 2% of the then outstanding Registrable Securities, (b) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or holder of capital stock of a Holder, (c) that is an affiliated person, fund or entity of the Holder, which means (i) in an entity or trust controlling, controlled by, or under common control with, or for the case benefit of, a Holder or an Immediate Family Member (as defined below) of any a Holder and (ii) with respect to a Holder that is a limited liability company, limited partnership, limited liability company partnership or corporationother similar entity, any current and former constituent partnersAffiliate of such Holder (such a person, membersfund or entity identified in clauses (i) or (ii), stockholders, affiliate funds and affiliates of that Holderan “Affiliated Fund”), or (iid) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouseHolder’s ancestor, lineal descendant, adopted child, father, mother, brother spouse or sister sibling (eachsuch a relation, a "Holder’s “Immediate Family Member") of Holder or (z) or to a trust”, which term shall include adoptive relationships), provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Acti) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as ii) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The Executive’s rights to cause the --------------------------------- Corporation to register Registrable Securities pursuant to this Section 1 9 may be assigned in connection with the transfer of Stock held by Executive to: (but only with all related obligationsa) by a Holder to, any trust the beneficiaries of which are: (i) in the case Executive, (ii) his spouse, (iii) members of his immediate family or his lineal descendants (including, without limitation, adopted children), or (iv) persons for whom Executive has been appointed as legal guardian or conservator; (b) Executive’s spouse, members of his immediate family, his lineal descendants (including, without limitation, adopted children), or persons for whom Executive has been appointed as legal guardian or conservator; (c) any Holder that is a corporation, partnership, limited liability company or corporationother entity in which: (i) all of the outstanding capital stock or ownership interest of which is owned by (A) Executive, any current and former constituent partners(B) his spouse, members(C) members of his immediate family or his lineal descendants (including, stockholderswithout limitation, affiliate funds and affiliates of that Holderadopted children), or (D) persons for whom Executive has been appointed as legal guardian or conservator, and (ii) by contract, operation of law or other arrangement no shares or other ownership interest in the case transferee entity can legally be transferred to any person or entity not identified in clauses (a) or (b) above or this clause (c); (d) any transferee of Stock held by Executive pursuant to will or the laws of descent and distribution of the state or country of Executive’s domicile at the time of death; or (e) any Holder, (x) a other transferee or assignee of such securities who, after such upon the transfer or assignment or transfer, holds of securities representing at least twenty 10 percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") total number of Holder or (z) or to a trust, the beneficiaries shares of which are exclusively the Holder and/or Family Members, Stock outstanding; provided, in each case, that: (a) the Corporation that Company is, within a reasonable time after any such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided further, including without limitation the provisions of Section 1.12 below; and (c) that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors (x) at any time prior to cause the --------------------------------- Corporation date on which the Secured Bridge Notes are, pursuant to register Article Fifteen of the Bridge Notes Indenture, deemed to have been exchanged for Convertible Secured Notes, to any transferee of all or any portion of such Investor’s Secured Bridge Notes and (y) at any time after the date on which the Secured Bridge Notes are, pursuant to Article Fifteen of the Bridge Notes Indenture, deemed to have been exchanged for Convertible Secured Notes, to any transferee of all or any portion of such Investor’s Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, if: (i) the Investor agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or reasonable time after such assignment; (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Act. For Securities Act and applicable state securities laws; (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this sentence, the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of a holder the obligations of Registrable Securitiesan Investor under this Agreement; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the holdings of "affiliates" Bridge Notes Indenture, the Convertible Notes Indenture, the Bridge Notes and the Convertible Notes, as applicable; and (as defined in Rule 405 under the Actvi) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights transfer shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1been conducted in accordance with all applicable federal and state securities laws.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toto a transferee or assignee (a) of at least 500,000 shares of Registrable Securities (subject to adjustment for stock splits, stock dividends, reclassifications, and the like), (ib) in the case of any Holder that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or holder of capital stock of a Holder, (c) that is an Affiliate or affiliated fund or entity of the Holder, which means with respect to a limited partnership, limited liability company or corporationa limited liability partnership, any current and former constituent partnersa fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, memberscontrolled by, stockholdersor under common control with such manager or managing member or general partner or management company (such a fund or entity, affiliate funds and affiliates of that an “Affiliated Fund”), (d) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (iie) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who that is a spouse, lineal descendant, adopted child, father, mother, brother trust for the benefit of an individual Holder or sister (each, a "such Holder’s Immediate Family Member") of Holder or (z) or to a trust, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Acti) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as ii) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent two hundred fifty thousand (20%250,000) (as appropriately adjusted for all stock splitsshares of such securities; provided, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trusthowever, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided further, including without limitation the provisions of Section 1.12 below; and (c) however, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. The foregoing notwithstanding, any Investor may assign its rights and obligations pursuant to this Section 1 to an affiliate or successor so long as such affiliate or successor agrees to be bound by the terms of this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring a Holder, (yii) a transferee or assignee that is an affiliated fund, (iii) who is a Holder's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a Holder's "Immediate Family Member", which term shall include adoptive relationships), or (iv) that is a trust for the benefit of an individual Holder or (z) or to a trustsuch Holder's Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The Subject to the restrictions set forth under Article X of the Company’s Bylaws, as the same may be amended from time to time (the “Bylaws”), the rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toto a transferee or assignee (a) of at least 50% of the transferring Holder’s aggregate Registrable Securities originally obtained from the Company (or if the transferring Holder then owns less than 50% of such originally acquired securities, then all remaining Registrable Securities then held by the transferring Holder), (ib) in the case of any Holder that is a partnershipsubsidiary, parent, partner, limited partner, retired partner, member, retired member or holder of capital stock of a Holder, (c) that is an affiliated fund or entity of the Holder, which means with respect to a limited liability company or corporationa limited liability partnership, any current and former constituent partnersa fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, memberscontrolled by, stockholdersor under common control with such manager or managing member or general partner or management company (such a fund or entity, affiliate funds and affiliates of that an “Affiliated Fund”), (d) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (iie) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who that is a spouse, lineal descendant, adopted child, father, mother, brother trust for the benefit of an individual Holder or sister (each, a "such Holder’s Immediate Family Member") of Holder or (z) or to a trust, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Acti) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as ii) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (i) who after giving effect to the transfer or assignment is a Major Investor, (ii) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring a Holder, (yiii) a transferee or assignee that is an Affiliated Fund, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "Holder’s “Immediate Family Member"”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of an individual Holder or (z) or to a trustsuch Holder’s Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (a) of such securities who, after such assignment or transfer, holds at least twenty two percent (202%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring (subject to adjustment for stock splits, stock dividends, reclassification or the like), (b) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder, (yc) a transferee that is an Affiliated Fund or assignee any other affiliate of such Holder, (d) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "Holder’s “Immediate Family Member",” which term shall include adoptive relationships), or (e) that is a trust for the benefit of an individual Holder or (z) or to a trust, such Holder’s Immediate Family Member; provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer transfer, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Acti) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as ii) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(l), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Preferred Stock, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Preferred Stock, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "affiliatesaccredited investor" (as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toto a transferee, (i) in the case of any Holder that is a partnershipmember, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee retired member or assignee of such securities whothat (i) is a subsidiary, affiliate, parent, partner, limited partner, retired partner, member, retired member, or stockholder of a Holder, (ii) is a Holder’s immediate family member (spouse or child) or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least twenty percent 500 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all any stock splits, dividends, combinations, reclassifications splits, recapitalizations and other the like transactions) of the Registrable Securities originally held by with respect to such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersshares), provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership, and the holdings of transferees and assignees of a limited liability company who are members or retired members of such partnership limited liability company (including spouses and its affiliated partnerships ancestors, lineal descendants and other entitiessiblings of such members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent 200,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersrecapitalizations), provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For , (d) the purposes CSK Entities on Schedule A shall be treated as a single Investor, all of determining which together, subject to the number of shares 200,000 share requirement, shall be deemed a "Major Investor" and such 200,000 share minimum shall not apply to transfers of Registrable Securities held by among the entities indicated as CSK Entities on Schedule A or their affiliates, (e) Technology Crossover Ventures II. L.P. and its affiliated funds indicated on Schedule A hereto shall be treated as a transferee or assignee single Investor, all of which together shall, subject to the 200,000 share requirement, be deemed a holder of Registrable Securities"Major Investor" and (f) Cox Technology Investments, the holdings of Inc., Xxx Enterprises, Inc. and its affiliates (collectively, "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate successionCox") shall be aggregated treated as a single investor, all of which together shall, subject to the 200,000 shares requirement, be deemed a "Major Investor" and with such partnership and Cox shall have the right to assign its affiliated partnerships and other entitiesregistrations rights hereunder to any of its affiliates; provided, thathowever, all assignees that each of Cox and transferees who would not qualify individually for assignment its affiliates agree to be bound by the terms and conditions of registration rights shall have a single attorney-in-fact for this Agreement, including, without limitation the purpose of exercising any rights, receiving notices or taking any action under terms and conditions set forth in this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toto a transferee, (i) in the case of any Holder that is a partnershipmember, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee retired member or assignee of such securities whothat (i) is a subsidiary, affiliate, parent, partner, limited partner, retired partner or stockholder of a Holder, (ii) is a Holder’s immediate family member (spouse or child) or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) 500,000 shares of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or subject to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersappropriate adjustment for Recapitalizations), provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing, a copy of which writing is provided to the Company at the time of transfer, to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the, Purchased Shares, the Warrants, the Warrant Shares or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(j), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Purchased Shares, Warrants, Warrant Shares or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Purchased Shares, Warrants, Warrant Shares or Registrable Securities as the holdings case may be, furnish to the Company a written opinion of "affiliates" counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Exhibit may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any a Holder that is a partnership, to any partner, retired partner or affiliated fund of such Holder, (ii) a Holder that is a limited liability company company, to any member or former member of such Holder, (iii) a Holder who is an individual, to such Holder’s family member or trust for the benefit of such Holder or such Holder’s family member, (iv) a Holder that is a corporation to its shareholders in accordance with their interests in the corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (iiv) in the case of to any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds other Person acquiring at least twenty percent (20%) 1,000,000 shares (as appropriately adjusted for all stock splitsany share split, dividendsdividend, combinations, reclassifications and combination or other like transactionsrecapitalization or similar events) of the Registrable Securities originally held by such transferring Holder, Securities; provided (yin all cases) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished with given prompt written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment assignments shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For Notwithstanding the purposes foregoing, the FF Investor and the FF Beneficial Investor may transfer or assign any of determining their respective rights or obligations pursuant to this Exhibit to any FF Permitted Transferee without prior written consent, and otherwise with the number consent of shares the Company or any other Party. 1. If prior to the closing of Registrable Securities held the Qualified IPO, the Company receives a firm offer (the “Qualified Acquisition Offer”) from a third party acquirer (the “Offeror”) for a Share Sale or a Deemed Liquidation Event (the “Qualified Acquisition”), whether structured as a merger, reorganization, asset sale, share sale, sale of control of the Company, or otherwise, that is approved by (1) a transferee or assignee majority of the Board, (2) holders of a holder majority of Registrable Securitiesthe outstanding Preferred Shares, voting together as a single class on an as-if converted basis and (3) holders of a majority of the holdings outstanding Ordinary Shares, voting as a separate class (the holders of "affiliates" Shares in the foregoing (2) and (3) are collectively referred to as defined “Drag Holders”), then the Company shall promptly deliver a written notice (the “Drag Notice”) to notify each other Member of the Company and the material terms and conditions of such proposed Qualified Acquisition, whereupon each such Member shall, in Rule 405 accordance with instructions received from the Company, participate in such Qualified Acquisition by: (a) voting all of such Shareholder’s voting Shares (or otherwise consent in writing) (i) to approve such Qualified Acquisition, (ii) against any other consolidation, recapitalization, amalgamation, merger, sale of securities, sale of assets, business combination, or transaction that would interfere with, delay, restrict or otherwise adversely affect such Qualified Acquisition, and (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Actdefinitive agreement(s) related to such Qualified Acquisition or that could result in any of the conditions to the closing obligations under such agreement(s) not being fulfilled; (b) selling, at the same time as the Drag Holders sell to the Offeror, in the Qualified Acquisition, all of its Shares or the same percentage of its Shares as the Drag Holders sell, on the same terms and conditions provided in such Qualified Acquisition Offer; provided however, that such terms and conditions, including with respect to price paid or received per Share of the Company, may differ as between different classes of Shares of the Company in accordance with their relative liquidation preferences as set forth in Article 8.2 of the Memorandum and Articles. Each such Shareholder furthermore agrees to take all necessary actions in connection with the consummation of such Qualified Acquisition; (c) refraining from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Qualified Acquisition; and (d) executing and delivering all related documentation and take such other action in support of the Qualified Acquisition as shall reasonably be requested by the Company; provided that (i) such Qualified Acquisition shall be deemed a liquidation of the Company and the proceeds therefrom shall be distributed in accordance with liquidation preferences as set forth in Article 8.2 of the Memorandum and Articles, (ii) each Shareholder shall be entitled to receive the same relative form of consideration as each other in the Qualified Acquisition, (iii) no Shareholder who is not an employee or officer or controlling shareholder of a Group Company nor the FF Beneficial Investor shall be required to make any representations or warranties other than with respect to itself (including due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), (iv) each Shareholder (which includes the FF Beneficial Investor for so long as the FF Investor is a Shareholder) shall severally, not jointly, join on a pro rata basis (based upon relative proceeds received in such transaction) in any indemnification or other obligations that are part of the terms and conditions of such Qualified Acquisition (other than those that relate specifically to a particular Shareholder (which includes the FF Beneficial Investor for so long as the FF Investor is a Shareholder)) but only up to the net proceeds paid to such Shareholder (which includes the FF Beneficial Investor for so long as the FF Investor is a Shareholder) in connection with such Qualified Acquisition and (v) each Shareholder (which includes the FF Beneficial Investor for so long as the FF Investor is a Shareholder) shall bear a proportionate share (based upon the relative proceeds received in such transaction) of the Drag Holders’ expenses incurred in the transaction, including, without limitation, legal, accounting and investment banking fees and expenses. 2. In the event that any Shareholder fails for any reason to comply with Section 1 above after the Drag Notice, such holderShareholder hereby grants an irrevocable power of attorney and proxy to any director of the Company approving the Qualified Acquisition to take all necessary actions and execute and deliver all documents deemed by such director to be reasonably necessary to effectuate the terms hereof. Except for Section 1 above, affiliated partnershipsnone of the transfer restrictions set forth in this Agreement shall apply in connection with a Qualified Acquisition, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for anything in this Agreement to the purpose of exercising any rights, receiving notices or taking any action under this Section 1contrary notwithstanding.

Assignment of Registration Rights. (a) The rights right to cause the --------------------------------- Corporation Company to register Registrable Securities Common Shares pursuant to this Section 1 Agreement may be assigned (but only with all related obligationsobligations hereunder) by any Stockholder holding Registrable Common Shares as of the date of this Agreement only in connection with a Holder to, transfer of such Registrable Common Shares to a Person that is (i) in the case an Affiliate of any Holder that such Stockholder, (ii) if such Stockholder is a partnershipnatural person, limited liability company the heir or corporationlegal representative of such Stockholder, any current and former constituent partnersthe executor or administrator of such Stockholder’s estate, members, stockholders, affiliate funds and affiliates or an inter vivos trust for the benefit of that Holdersuch Stockholder or such Stockholder’s spouse or lineal descendants, or (ii) in the case of any Holder, (xiii) a transferee partner, member or assignee shareholder of such securities whoStockholder, after provided that such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) transfer is effected in accordance with the terms of the Registrable Securities originally held by partnership agreement or other organizational document of such transferring HolderStockholder and is made for no consideration; provided, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, providedthat, in each case, that: (a) as a condition to the Corporation iseffectiveness of any such assignment, within such Person shall be required to execute a reasonable time after counterpart of this Agreement. Upon such transfer, fumished with written notice of the name and address Person’s execution of such transferee counterpart, such Person shall be a Stockholder under this Agreement and shall be entitled to the benefits of, and shall be subject to the restrictions contained in, this Agreement, as amended from time to time, that are applicable hereunder to the Stockholder from whom such rights hereunder were assigned. From and after the date of any such effective assignment, the term “Stockholders” as used herein shall also refer to such Person. (b) In connection with any merger, consolidation, reorganization or assignee and similar transaction involving the securities with respect Company (i) in which the Company is not the surviving corporation or entity or (ii) which results in the Company becoming the wholly-owned subsidiary of another corporation or other entity, effective provisions shall be made in the instruments pursuant to which such registration rights are being assigned; transaction shall be consummated so that the surviving corporation (bin the case of a transaction of the type specified in clause (i)) or the entity which becomes the wholly-owned parent of the Company (in the case of a transaction of the type specified in clause (ii)) shall expressly assume the obligations of the Company hereunder effective upon the consummation of such transferee or assignee agrees in writing to be bound by and subject transaction. In such event, all references herein to the terms Company shall thereafter be references to the assuming entity and conditions all references to the Common Stock shall thereafter be references to the class of this Agreement, including without limitation the provisions of Section 1.12 below; and equity securities (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Actany) of the assuming entity issued to all holders of the Common Stock as consideration pursuant to such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1transaction.

Assignment of Registration Rights. The rights Subject to cause the --------------------------------- Corporation to register Registrable Securities pursuant to provisions set forth below in this Section 1 2.9, the rights of a Holder under this Agreement may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of the Registrable Shares held by such securities Holder who, after such assignment or transfer, (a) holds at least twenty percent 500,000 Registrable Shares (20%subject to proportionate adjustment in the event of any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event affecting Registrable Shares and occurring after the date hereof), or (b) (as appropriately adjusted for holds, together with the affiliates of such transferee or assignee, all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally Shares held by the transferring Holder immediately prior to such transferring Holdertransfer, or (yc) a who is an affiliate, partner or member of such Holder including, without limitation, with respect to HCV, any member of the HCV Group, as applicable; provided, that, such transferee or assignee who is shall have complied with all applicable provisions of Section 5 hereof, including, without limitation, the provisions of Section 5 that require such transferee or assignee, if not already a spouseparty to this Agreement, lineal descendant, adopted child, father, mother, brother to agree to be bound by the obligations imposed under this Agreement to the same extent as if such transferee were a Holder hereunder. Notwithstanding anything express or sister (eachimplied in the foregoing provisions of this Section 2.9 or elsewhere in this Agreement to the contrary, a "Family Member"Holder may not assign or transfer any such Holder’s rights under this Agreement (including, without limitation, any registration rights under Section 2.1, Section 2.2 or Section 2.3 hereof) to any transferee or assignee of Holder or (z) or such Holder’s Registrable Shares pursuant to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: clause (a) set forth above in this Section 2.9 if, immediately after the Corporation istransfer of such Registrable Shares to such transferee or assignee, within a reasonable time after such transfer, fumished with written notice of Registrable Shares in the name and address hands of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Actnot Restricted Shares. For the purposes of determining the number of shares of Registrable Securities Shares held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities Shares by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1partnership.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) (a) by a Holder to, (i) in the case of any Holder that is a partnership, to a partner or retired partner, (b) by a Holder that is a limited liability company company, to a member or corporationretired member, (c) by a Holder that is an individual, to such individual's estate or by gift, will or intestate succession to a spouse or lineal descendant or antecedent or any current and former constituent partners, members, stockholders, affiliate funds and affiliates trust for any of that Holderthe foregoing, or (iid) in the case of any Holder, (x) by a Holder to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits500,000 shares of such party, dividends, combinations, reclassifications and other like transactions) of provided the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after thirty (30) days following -------- such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such -------- ------- assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities whowho (i) either acquires all of the Registrable Securities previously held by such Holder or, after such assignment or transfer, holds at least twenty percent 500,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactionsrecapitalizations), the Holder retaining such registration rights with respect to the balance of such Holder's shares, (ii) is a partnership or partner that is affiliated with the transferring Holder that is also a partnership, (iii) a corporation that is a majority-owned subsidiary of the Registrable Securities originally held transferring Holder or controls, is controlled by such or is under common control with the transferring Holder, (yiv) a transferee or assignee who is a spouselimited liability company or member or former member affiliated with the Holder that is a limited liability company, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (zv) is a party who controls, is controlled by or to a trust, is under common control with the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: transferring Holder; provided (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Notes, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 8(j), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Notes, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Notes, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of "affiliates" counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The Subject to the prior approval of the Company, at any time prior to the time the Registration Statement was filed with the SEC, the rights under this Agreement shall be assignable by each Lender to cause any transferee of all or any portion of such Lender’s respective portion of the --------------------------------- Corporation to register Loan together with its Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, or the Warrant if: (i) the Lender agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or reasonable time after such assignment; (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For 1933 Act and applicable state securities laws; (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this sentence the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Loan Agreement and applicable securities laws. Notwithstanding the above, any Holder may assign its right to cause the Company to register Shares pursuant to this Agreement to (i) a holder Permitted Transferee of Registrable Securitiesall or any part of its Shares, or (ii) an acquirer of no less than twenty percent (20%) of the Holder’s Shares if: (a) the transferor shall, within 14 (fourteen) days after such transfer, furnish the Company with written notice of the name and address of such transferee, the holdings securities with respect to which such registration rights are being assigned, and the transferee’s written agreement to be bound by this Agreement; (b) immediately following such transfer or assignment the further disposition of "affiliates" (as defined in Rule 405 such securities by the transferee or assignee is restricted under the Act1933 Act and applicable state securities laws; and (c) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights transfer shall have a single attorney-in-fact for been made in accordance with the purpose of exercising any rights, receiving notices or taking any action under this Section 1applicable securities laws.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Shares, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 8(j), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Shares, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Shares, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "affiliatesaccredited investor" (as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be transferred or assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Memberssecurities, provided, in each case, that: (a) the Corporation Company is, within a reasonable time ten days after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to is not a competitor of the terms and conditions of this AgreementCompany, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; (d) such transferee or assignee owns at least 20,000 shares of the Company’s capital stock following the transfer or assignment; (e) such transferee or assignee acquires at least twenty-five percent (25%) of the shares held by such transferring Holder immediately prior to the transfer (or Common Stock issued upon conversion of such Preferred Stock); (f) such transferee or assignee agrees in writing, by executing a joinder to this Agreement, to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.14 below; and (g) such transferee is a transferee permitted in Section 4.1 of this Agreement. For the purposes The transfer of determining the registration rights to a limited or general partner of any Holder, or an Affiliate of such Holder, will be without restriction as to any minimum number of shares of Registrable Securities Preferred Stock held by such Holder. SRI hereby covenants to the Company and the Preferred Holders that, notwithstanding anything to the contrary contained herein or the Tenth Amended and Restated Voting, Right of First Refusal and Co-Sale Agreement of even date herewith, (i) all officers, directors, or key employees of SRI who have received a transferee stock option to purchase shares of the Company’s Common Stock held by SRI (an “Option Award”) or assignee a stock bonus of shares of the Company’s Common Stock held by SRI (a holder of Registrable Securities“Bonus Award”) under the Xxxxxxx Corporation 2002 Incentive Plan II (the “SRI Plan”) to date are listed on Exhibit A to this Agreement (each a “SRI Employee” and, collectively, the holdings “SRI Employees”), (ii) as of "affiliates" the date of this Agreement, SRI has not requested the Company to transfer or register any of its shares of Common Stock to or in the name of any SRI Employee; (iii) prior to requesting the Company to transfer or register any shares of Common Stock owned beneficially and of record by SRI to or in the name of any SRI Employee, SRI will require such SRI Employee to agree in writing, by executing a joinder to this Agreement, to be bound by and subject to the terms and conditions of this Agreement in the same manner as if the SRI Employee were an original party to this Agreement, (iv) the registration rights provided in this Agreement are the only registration rights the SRI Employees are or will be entitled to in connection with such SRI Employee’s award under the SRI Plan and (v) it currently does not anticipate granting any additional Option Awards or Bonus Awards to any employee, officer or directors of SRI under the SRI Plan after the date of this Agreement, but if it does grant additional Option Awards and Bonus Awards, in no event shall such grants exceed 25,800 shares of Common Stock (as defined adjusted for stock splits, stock dividends, recapitalizations and the like) as provided in Rule 405 under the ActSRI Plan. Notwithstanding Section 1.12(d) of such holderabove, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment the transfer of registration rights shall have to a single attorney-in-fact for SRI Employee by SRI pursuant to the purpose foregoing conditions will be without restriction as to any number of exercising any rights, receiving notices shares of Common Stock held by SRI or taking any action under this Section 1transferred to the SRI Employee.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities whothat (i) is a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii), after such assignment or transfer, holds at least twenty percent 100,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersrecapitalizations), provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 2.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Notwithstanding the foregoing, the right of a Holder to demand the registration of Restricted Securities pursuant to Section 2.1(a) may only be transferred to clause (i) or (ii) of the preceding sentence. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferee or assignee (as defined in Rule 405 i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the Act) benefit of an individual Holder or such holderHolder’s Immediate Family Member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (i) of at least 500,000 shares of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted subject to adjustment for all stock splits, stock dividends, combinationsreclassification or the like) (or if the transferring Holder owns less than 500,000 shares of such securities, reclassifications and other like transactions) of the then all Registrable Securities originally held by such the transferring Holder), (ii) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder, (yiii) a transferee or assignee that is an Affiliated Fund, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "Holder’s “Immediate Family Member"”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of an individual Holder or (z) or to a trustsuch Holder’s Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; as if an original party hereto, and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 7 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of an amount of such securities whorepresenting not less than the greater of (i) 25,000 shares of Series A, after such assignment Series B or transfer, holds at least twenty percent Series C Preferred Stock (20%or Common Stock issuable upon the conversion thereof) or (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactionsii) 15% of the Registrable Securities originally held shares of Series A, Series B or Series C Preferred Stock (or the Common Stock issued upon conversion thereof) purchased hereunder by such transferring Holder, Holder (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, Common Stock issued upon conversion thereof); provided, in each case, that: (a) that the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) assigned and the Company's Board of Directors approves such transferee or assignee agrees in writing to transfer, which approval shall not be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 belowunreasonably withheld; and (c) provided, further, that no such assignment shall be effective only if immediately following such transfer the Company's shares are publicly traded and the further disposition of such securities by the transferee or assignee is not restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 17.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Covered Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) an Investor to a transferee or assignee (i) of at least 1,000,000 shares of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted subject to adjustment for all stock splits, stock dividends, combinationsreclassification or the like) (or if the transferring Investor owns less than 1,000,000 shares of such securities, reclassifications and other like transactions) of the Registrable then all Covered Securities originally held by such the transferring HolderInvestor), (yii) that is a transferee subsidiary, parent, partner, limited partner, retired partner, member, retired member or assignee stockholder of an Investor, (iii) that is an Affiliated Fund, (iv) who is a an Investor’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "an Investor’s “Immediate Family Member") of Holder ”, which term shall include adoptive relationships), or (zv) that is a trust for the benefit of an individual Investor or to a trustsuch Investor’s Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Covered Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Covered Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. (a) The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, to (i) in the case of any Holder a Person that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder“Permitted Transferee” (as defined in the Investment Agreement), or to (ii) in any other Person who purchases all Registrable Securities held by the case Holder and is an Affiliate of any Holder, (x) the Company or becomes one as a transferee or assignee result of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Memberspurchase, provided, in each case, that,: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of The Company may assign its rights and obligations under this agreement to any successor entity. (b) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities held by a transferee of each Holder (and the shares or assignee securities of a holder of Registrable Securities, every other Person subject to the holdings of "affiliates" (as defined restriction contained in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.12): THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF AUGUST 20, 2020, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (by any Holder to a “permitted transferee” pursuant to this Section 2(m) and by such transferee to a subsequent permitted transferee, but only if such rights are transferred with all related obligationsobligations hereunder. A “permitted transferee” means (a) by a Holder to, (i) in an Affiliate of such Holder or transferee, (ii) any member or members of such Holder’s Immediate Family or a trust for the case benefit of any member or members of such Holder’s Immediate Family, if by gift or bequest or through inheritance to, or for the benefit of, such person, (iii) a trust in respect of which such Holder serves as trustee, provided, however, that is a partnershipthe trust instrument governing such trust shall provide that such Holder, limited liability company or corporationas trustee, any current shall retain sole and former constituent partners, members, stockholders, affiliate funds exclusive control over the voting and affiliates disposition of that Holdersuch rights until the termination of this Agreement, or (ii) in the case of any Holder, (xiv) a transferee limited partnership or assignee limited liability company, all partners or members of which are members of such securities whoHolder’s Immediate Family, after such assignment or transfer, holds (b) any person in connection with the sale or other transfer of at least twenty percent (20%) an aggregate of 300,000 shares of such Holder’s Registrable Securities (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications stock dividends and other like transactionsrecapitalizations). No transfer may be made pursuant to this Section 2(m) to a transferee reasonably determined in good faith by written resolution of the Registrable Securities originally held Board to be, directly or indirectly, a competitor of the Company. In addition, no transfer may be made pursuant to this Section 2(m), unless (A) the intended permitted transferee to whom rights under this Agreement are transferred shall have, as a condition to such transfer, previously delivered to the Company a written instrument by which such transferring Holderpermitted transferee agrees to be bound by the obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Agreement, (yB) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation is, within a reasonable amount of time after prior to such transfer, fumished transfer the Company shall have been furnished with written notice of the such transferee’s name and address of such transferee or assignee address, and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (cC) such assignment shall be effective only if immediately following such transfer transfer, the further disposition of such securities Registrable Securities by the permitted transferee or assignee is restricted under the 1933 Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by the Holder, provided that (but only i) such transfer or assignment may otherwise be effected in accordance with applicable securities laws, (ii) such transferee or assignee acquires at least 500,000 shares of Registrable Securities (as adjusted for stock splits, recapitalization events, stock dividends, combinations or the like) or, if less, all related obligationsof the Registrable Securities held by the Holder, (iii) written notice is promptly given to the Company and (iv) such transferee or assignee agrees to be bound by the provisions of this Agreement. The foregoing 500,000 share limitation (as adjusted for stock splits, recapitalization events, stock dividends, combinations or the like) shall not apply, however, to transfers or assignments by a Holder toto (a) a partner, (i) in the case member or shareholder of any a Holder that is a partnership, limited liability company or corporation, any current and former constituent partnersrespectively, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation is, within a reasonable time after such transfer, fumished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) a retired partner or retired member of such transferee partnership or assignee agrees limited liability company who retires after the date hereof, (c) the estate of any such partner, member or shareholder, (d) an Affiliate of any such partnership, limited liability company or corporation, (e) any spouse, parent, child or sibling of such partner, member or shareholder or of the Holder, including in-laws and persons related by adoption, (f) any domestic partner of such partner, member or shareholder or of the Holder who is covered under an applicable domestic relations statute or (g) an Affiliate of the Holder, provided that all such transferees or assignees agree in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have appoint a single representative as their attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent one hundred thousand (20%100,000) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) shares of the Registrable Securities originally (as adjusted for stock splits, stock dividends, recapitalizations and the like) held by the transferor or assignor of such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or securities immediately prior to a trust, the beneficiaries of which are exclusively the Holder and/or Family Memberssuch transfer, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act; and (d) such transfer or assignment shall not be effective if it is made to a competitor of the Company as determined by the Company in its sole discretion. For Notwithstanding the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee foregoing, (i) transfers to transferees and assignees of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent partnership or limited liability company who are partners or members or retired partners or members of such partnerships partnership or limited liability company (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession), (ii) transfers to an affiliated fund, partnership, entity or shareholder of any Investor shall not be aggregated together and with subject to the minimum shareholding requirement set forth above, provided that all such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by (a) a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent 50,000 of the shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all any stock splits, dividends, consolidations, combinations, subdivisions, reclassifications and the like effected after the date hereof (“Recapitalizations”) and other like transactionsrecapitalizations and including for purposes of such calculation the shares of Common Stock then issuable upon conversion of Preferred Stock) of the Registrable Securities originally held by such transferring Holder, or (yb) a transferee Holder to its shareholders, partners, members, former partners or assignee who is a spouseformer members (or their estates), lineal descendant, adopted child, father, mother, brother subsidiaries or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, affiliates; provided that: (ai) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (bii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (ciii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership or limited liability company who are partners or retired partners of such partnerships partnership or members of such limited liability company (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company, as the case may be; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. (a) The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after if (x) such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for transfer involves all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by the Holder in compliance with the transfer and assignment provisions of the Note Purchase Agreement and such transferring Holdertransfer is not to more than five Persons, or (y) a transferee or assignee who transfer by a Holder which is a spousecorporation to any affiliate, lineal descendantofficer, adopted childdirector, fatherpartner, mothermember, brother or sister (eachemployee of such Holder and, a "Family Member") transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Holder which is a limited liability company to a member of such limited liability company or (z) a retired member who resigns after the date hereof or to the estate of any such member or retired member; or a transfer by a Holder which is an individual to a member of the immediate family of such individual or to a trust, trust solely for the beneficiaries benefit of which are exclusively such individual or the Holder and/or Family Members, members of the immediate family of such individual or to the estate of such individual; provided, in each case, that: that all such assignees who would not qualify individually for assignment of registration rights under subsection 1.9 (a) shall have a single attorney-in-fact for the Corporation purpose of exercising any rights, receiving notices or taking any action under this Section 1 and shall provide a power of attorney to that effect if requested by the Company. (b) No assignment or transfer pursuant to this Section 1.10 shall be effective unless (i) the Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and (bii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement. Additionally, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article 3 may be assigned (but only with all related obligations) by a Holder to, (i) in the case holder of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) Registrable Securities to a transferee or assignee of such securities who is not engaged in a business activity competitive with the Company (as reasonably determined by the Company’s Board of Directors) and who, after such assignment or transfer, holds at least twenty percent 100,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock share splits, share dividends, combinationscombinations and similar recapitalization events), reclassifications and other like transactions) of provided the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActAct and (ii) the transferee or assignee shall acknowledge in writing that the transferred or assigned Registrable Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Article 3.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toto one or more transferees or assignees of such securities, other than to a direct competitor of the Company having competitive business operations, as reasonably determined by the Company (an "Assignee"), (i) in the case who is an employee, member, partner, affiliate of any such Holder that is a partnership, or affiliated partnership or limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that managed by such Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities whowho each, after such assignment or transfer, holds acquires at least twenty ten percent (2010%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, dividends, combinations, reclassifications and other like transactionsany Recapitalization) of the Registrable Securities originally held purchased by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family MembersInvestor, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee Assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee Assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee Assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesan Assignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) Assignees of a partnership or limited liability company who are partners, retired partners, members or retired members of such holderpartnership or limited liability company (including spouses and ancestors, affiliated partnerships, constituent or retired partners lineal descendants and siblings of such partnerships (as well as Family Members of such partners partners, members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees Assignees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause --------------------------------- the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article XVI may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporationCompany, any current and former constituent partners, members, stockholdersholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (1% of the Fully Diluted Percentage Interest at the time of the transfer as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) transactions of the Registrable Securities originally held by such transferring Holder, or all of such transferring Holder's Units if a lesser amount is transferred, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the ------------- beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after -------- ---- such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 16.11 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares Units of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 116.10.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Covered Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) an Investor to a transferee or assignee (i) of at least 50,000 shares of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted subject to adjustment for all stock splits, stock dividends, combinationsreclassification or the like) (or if the transferring Investor owns less than 50,000 shares of such securities, reclassifications and other like transactions) of the Registrable then all Covered Securities originally held by such the transferring HolderInvestor), (yii) that is a transferee subsidiary, parent, partner, limited partner, retired partner, member, retired member or assignee stockholder of an Investor, (iii) that is an Affiliated Fund, (iv) who is a an Investor’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "an Investor’s “Immediate Family Member") of Holder ”, which term shall include adoptive relationships), or (zv) that is a trust for the benefit of an individual Investor or to a trustsuch Investor’s Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Covered Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Covered Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article 4 may be assigned (but only with all related obligationsobligations under this Agreement) by a Holder to, (i) in the case holder of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) Registrable Securities to a transferee or assignee of such securities who, (a) who is not engaged in a business activity competitive with the Company (as reasonably determined by the Board) and who after such assignment or transfer, holds at least twenty percent 50,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinationscombinations and similar recapitalization events) or (b) who is an Affiliate, reclassifications and other like transactionsconstituent partner or member (or its equivalent) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trustholder; provided, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActAct and (ii) the transferee or assignee shall acknowledge in writing that the transferred or assigned Registrable Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or members (as well as Family Members or their equivalents) or limited liability companies (or their equivalents) (including spouses and ancestors, lineal descendants and siblings of such partners or members (or their equivalents) or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and or limited liability company (or its affiliated partnerships and other entitiesequivalent); provided, that, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Article 4.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) to a transferee or assignee who (i) is a spousepartner, lineal descendantretired partner, adopted childaffiliated fund of such Holder when such Holder is a partnership; (ii) is a member, father, mother, brother retired member or sister affiliated fund of the Holder when the Holder is a limited liability company; (each, iii) is a "Family Member") family member of such Holder or trust for the benefit of such Holder and/or such Holder’s family members; (ziv) or is an affiliated entity of such Holder having substantially the same equity holders as such Holder; (v) to a trusttrustee or a successor trust or successor trustee when such Holder is a trust under an employee benefit plan; or (vi) acquires at least 5% of the Holder’s Registrable Securities, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of a partnership or limited liability company who are partners, retired partners, members or retired members of such holderpartnership or limited liability company (including spouses and ancestors, affiliated partnerships, constituent or retired partners lineal descendants and siblings of such partnerships (as well as Family Members of such partners partners, members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights (a) Subject to the terms and conditions of the Agreement, and the Debentures, the right to cause the --------------------------------- Corporation Borrower to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder to, (i) in the case to any transferee or assignee of any Holder such securities; provided that said transferee or assignee is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty ten percent (2010%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, and provided that the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Borrower is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being -------------------------------------------------------------------------------- 27 28 Agreement (continued) -------------------------------------------------------------------------------- assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act. For ; it being the purposes of determining the number of shares of intention that so long as Holder holds any Registrable Securities held by a hereunder, either Holder or its transferee or assignee of a holder of Registrable Securitiesat least ten percent may exercise the demand right to registration and piggy-back registration rights hereunder. Other than as set forth above, the holdings parties hereto hereby agree that the registration rights hereunder shall not be transferable or assigned and any contemplated transfer or assignment in contravention of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) this Agreement shall be aggregated together deemed null and with such partnership void and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1no effect whatsoever.

Assignment of Registration Rights. The rights to cause have the --------------------------------- Corporation to Company register Registrable Securities pursuant to this Section 1 may Agreement shall be automatically assigned by each Investor to any transferee who (but only with all related obligations1) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holderholds, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after upon such assignment or transferwill hold, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) % of the Registrable Securities originally held by such transferring Holder, Investor (yor Warrants exercisable into 20% of such Registrable Securities) a transferee (or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member"any equivalent combination of Warrants and Registrable Securities) of Holder or (z2) or to a trust, the beneficiaries is an Affiliate of which are exclusively the Holder and/or Family Members, provided, in each case, thatsuch Investor only if: (a) the Corporation Investor agrees in writing with 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; (b) the Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For Securities Act and applicable state securities laws; (d) at or before the purposes time the Company received the written notice contemplated by clause (b) of determining this sentence the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of a holder the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable requirements of Registrable Securities, the holdings of Amendment Agreement; (f) such transferee shall be an "affiliatesaccredited investor" (as that term defined in Rule 405 501 of Regulation D promulgated under the ActSecurities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a) and the assignment is not made pursuant to Section 5(b) of the Amendment Agreement, such holderassignee or transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall promptly after such assignment take such actions as shall be reasonably acceptable to the Investors and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, affiliated partnerships, constituent or retired partners each Investor shall have the right to assign to such transferee such Investor's rights under the Amendment Agreement by notice of such partnerships (as well as Family Members assignment to the Company. Following such notice of such partners or spouses who acquire Registrable Securities by giftassignment of rights under the Amendment Agreement, will or intestate succession) the Company shall be aggregated together and with obligated to such partnership and transferee to perform all of its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for covenants under the purpose of exercising any rights, receiving notices or taking any action Amendment Agreement as if such transferee were the Holder under this Section 1the Amendment Agreement.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities whothat (i) is a subsidiary, after such assignment Affiliate, parent, partner, member, limited partner, retired partner, retired member or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) stockholder of the Registrable Securities originally held by such transferring a Holder, or (yii) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother Holder’s family member or sister (each, a "Family Member") trust for the benefit of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersan individual Holder, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 2.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferee or assignee (as defined in Rule 405 i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the Act) benefit of an individual Holder or such holderHolder’s Immediate Family Member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Notes, Note Conversion Shares, Note Conversion Warrants, Additional Purchase Rights or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(k), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Notes, Note Conversion Shares, Note Conversion Warrants, Additional Purchase Rights or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Notes, the holdings Note Conversion Shares, the Note Conversion Warrants, the Additional Purchase Rights or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company (iii) that the transferee be an "affiliatesaccredited investor" as defined in Rule 501(a) promulgated under the Securities Act and (iv) that the transfer of such Notes, Note Conversion Shares, Note Conversion Warrants, Additional Purchase Rights and/or Registrable Securities be (A) a transfer of an amount of such Notes, Note Conversion Shares, Note Conversion Warrants and/or Registrable Securities equal to, convertible into and/or exercisable for (and in the case of the Notes, convertible into Note Conversion Shares convertible into) not less than 5% of the total number of Conversion Shares that would have been issuable upon the full conversion of all Note Conversion Shares on the Closing Date (as defined in Rule 405 under the ActPurchase Agreement, and as if all Notes had been converted as of the Closing Date), (B) a transfer of such holderAdditional Purchase Rights pursuant to the terms of Article VIII of the Purchase Agreement or (C) a transfer of all of the Notes, affiliated partnershipsNote Conversion Shares, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Note Conversion Warrants, Additional Purchase Rights and Registrable Securities then owned by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Holder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 4 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that Registrable Securities who is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) Qualified Stockholder to a transferee or assignee of such securities who is not engaged in a business activity competitive with the Company (as reasonably determined by the Company's Board of Directors) and who, after such assignment or transfer, holds (i) at least twenty one half of one percent (200.5%) of the shares of the Preferred Stock (as appropriately adjusted and is, therefore, a Qualified Shareholder) (subject to appropriate adjustment for all stock splits, stock dividends, combinationscombinations and similar recapitalization events), reclassifications and other like transactions(ii) who, after any such transfer, as a single entity, holds all Registrable Securities of the Registrable Securities originally Company held by the transferring party immediately prior to such transferring transfer, or (iii) who is an Affiliate, partner or member of such Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, provided that in each case, that: (a) of the Corporation foregoing cases the Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActAct and (ii) the transferee or assignee shall acknowledge in writing that the transferred or assigned Registrable Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 14.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 under Sections 1.2, 1.3 and 1.4 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of Registrable Securities with respect to the Registrable Securities originally held by such transferring Holder, (y) a transferee being assigned or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: transferred; PROVIDED that (a) such transfer may otherwise be effected in accordance with applicable securities laws and restrictions on transfer agreed upon by the Corporation isHolder and the Company, (b) notice of such assignment is given to the Company within a reasonable time (not to exceed 20 days) after such transfer, fumished assignment with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; , (bc) such transferee or assignee (i) is a wholly-owned subsidiary or constituent partner, retired partner, member, retired member or shareholder of such Holder, or (ii) is an `affiliate' (as that term is defined in Rule 405 promulgated by the Commission under the Securities Act of 1933) of the Holder, including, without limitation, where a Holder is a limited partnership, an affiliated limited partnership managed by the same management company or managing general partner of such Holder or an entity which controls, is controlled by, or is under common control with, such management company or managing general partner, or (iii) is a beneficiary of the Holder, where such Holder is a trust or (iv) is a spouse, ancestor or descendant of such Holder, or (v) is a trust for the benefit of such Holder or any spouse, ancestor or descendant of such Holder, or (vi) acquires from such Holder or Holders at least 300,000 Registrable Securities (as appropriately adjusted for share splits, share combination and the like) in a simultaneous transaction or transactions and (d) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions all provisions of this Agreement, including without limitation the provisions of Section 1.12 below; and Agreement by executing a counterpart signature page hereto (c) such assignment which shall not be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Actdeemed an amendment hereto). For the purposes of determining the number of shares of Registrable Securities held by Any entity qualifying as a transferee or an assignee of pursuant to subsections (c)(i) to (iii) above is referred to herein as a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1PERMITTED TRANSFEREE").

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Notes, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(j), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Notes, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Notes, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "affiliatesaccredited investor" (as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The Company shall not assign this Agreement or any rights to cause or obligations hereunder (whether by operation of law or otherwise) without the --------------------------------- Corporation to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by prior written consent of the Investors holding a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) majority of the Registrable Securities originally then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investor in connection with such transaction unless such securities are otherwise freely tradable by the Investor after giving effect to such transaction, and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) shall not be required for such transaction. An Investor may transfer or assign its rights hereunder, in whole or from time to time in part, to one or more Persons in connection with the transfer of not fewer than 50% of Registrable Securities (including Registrable Securities issuable upon exercise of Warrants) held by the Investor at the time of such transferring Holdertransfer to such Person, (y) a transferee or assignee who is a spouseprovided that such Investor complies with all laws applicable thereto, lineal descendantand the provisions of the Purchase Agreement, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation is, within a reasonable time after such transfer, fumished with and provides written notice of assignment to the name Company promptly after such assignment is effected, and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee Xxxxxx agrees in writing to be bound by all of the provisions contained herein. The provisions of this Agreement shall be binding upon and subject inure to the terms and conditions benefit of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership Investor and its affiliated partnerships successors and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1permitted assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment Holder of all or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) a portion of the Preferred Stock or the Registrable Securities originally held by such transferring Holder, if: (yi) a the Holder agrees in writing with the transferee or assignee who to assign such rights, and a copy of such agreement is furnished to the Company within a spousereasonable time after such assignment, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (aii) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 8(i), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Preferred Stock or Registrable Securities (i) that the Holder or transferee of all or a portion of the Preferred Stock or the Registrable Securities, as the holdings case may be, furnish to the Company a written opinion of "affiliates" counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. (i) The registration rights of any Investor under this Agreement with respect to cause the --------------------------------- Corporation to register any Registrable Securities pursuant to this Section 1 may be assigned to any of the following Persons, if they acquire Registrable Securities: (but only with all related obligationsA) by a Holder toany Affiliate of the Investor, (iB) in if the case of any Holder that Investor is a partnership, its partners or former partners in accordance with partnership interests or the estate of any such partner or former partner or a liquidating trust for the benefit of its partners, (C) if the Investor is a limited liability company company, its members or former members in accordance with their interest in the limited liability company, (D) if the Investor is a corporation, any current its majority owned subsidiaries or Affiliates thereof or (E) if the Investor is an individual, the Investor’s family members or trust for the benefit of such Investor or his or her family members or an entity whose equity owners consist solely of the Investor and former constituent partners, his or her family members, stockholders, affiliate funds and affiliates of that Holder, or . (ii) in the case of Upon any Holdersuch permitted assignment, (xA) a transferee the Investor shall give the Company written notice at or assignee prior to the time of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation is, within a reasonable time after such transfer, fumished with written notice of stating the name and address of such transferee or the assignee and identifying the securities shares with respect to which such registration the rights under this Agreement are being assigned; (bB) such transferee or assignee agrees shall agree in writing writing, in form and substance reasonably satisfactory to the Company, to be bound by and subject to the terms same extent and conditions in the same capacity as the Investor by the provisions of this Agreement, including without limitation the provisions of Section 1.12 below; and (cC) such assignment assignee shall be effective only if acknowledge, immediately following such transfer assignment, that the further disposition of such securities by the transferee or such assignee is may be restricted under the Securities Act. For In connection with any such transfer the purposes Company shall, at its sole cost and expense, promptly after such assignment take such reasonable actions as shall be reasonably acceptable to the Investors and such permitted transferee to assure that the Registration Statement and related prospectus are available for use by such permitted transferee for sales of determining the number of shares of Registrable Securities held by a transferee in respect of which the rights to registration have been so assigned. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement, or assignee of a holder of who acquires securities that are not, or upon acquisition cease to be, Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action rights under this Section 1Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Securities.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities whothat (a) is a partner, limited partner or retired partner of a Holder that is a partnership, (b) is a member or retired member of any Holder that is a limited liability company, (c) is a spouse, sibling, lineal descendant or ancestor of a Holder, or any trust established for the benefit of a Holder or any spouse, sibling, lineal descendant or ancestor of a Holder, (d) is controlled by, controlling or under common control or common investment management with the Holder, (e) after such assignment or transfer, holds at least twenty percent 344,800 shares of Registrable Securities issued or issuable upon the conversion of shares of Series A Preferred (20%) (as appropriately adjusted subject to adjustment for all stock splits, dividends, combinations, reclassifications combinations and other like transactionsrecapitalizations), (f) after such assignment or transfer, holds at least 65,000 shares of the Registrable Securities originally held by such transferring Holderissued or issuable upon the conversion of shares of Series B Preferred (subject to adjustment for splits, (y) a transferee or assignee who is a spousedividends, lineal descendantcombinations and other recapitalizations), adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (zg) after such assignment or transfer, holds at least 65,000 shares of Registrable Securities issued or issuable upon the conversion of shares of Series C Preferred (subject to a trustadjustment for splits, the beneficiaries of which are exclusively the Holder and/or Family Membersdividends, combinations and other recapitalizations), provided, in each case, that: (ai) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; , (bii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.13 below; , and (ciii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities whothat (i) is a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least twenty five percent (205%) of such Holder’s shares of Registrable Securities (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersrecapitalizations), provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 2.14 below; (c) such transferee or assignee is not a competitor of the Company; and (cd) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferee or assignee (as defined in Rule 405 i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the Act) benefit of an individual Holder or such holderHolder’s Immediate Family Member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. (a) The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after if (x) such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for transfer involves all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring the Holder, or (y) a transferee or assignee who transfer by a Preferred Stockholder which is a spouse, lineal descendant, adopted child, father, mother, brother or sister (eachcorporation to a wholly owned subsidiary of such corporation, a "Family Member") transfer by a Preferred Stockholder which is a partnership to a partner of Holder such partnership or (z) a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Preferred Stockholder which is a limited liability company to a member of such limited liability company or a retired member who resigns after the date hereof or to the estate of any such member or retired member; or a transfer by a Preferred Stockholder which is an individual to a member of the immediate family of such individual or to a trust, trust solely for the beneficiaries benefit of which are exclusively such individual or the Holder and/or Family Members, members of the immediate family of such individual or to the estate of such individual; provided, in each case, that: that all such assignees who would not qualify individually for assignment of registration rights under subsection 1.12 (a) shall have a single attorney-in-fact for the Corporation purpose of exercising any rights, receiving notices or taking any action under this Section 1 and shall provide a power of attorney to that effect if requested by the Company. (b) No assignment or transfer pursuant to this Section 1.12 shall be effective unless (i) the Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (bii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.14 below; and (ciii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Preferred Stock, Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(k), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Preferred Stock, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Preferred Stock, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company (iii) that the transferee be an "affiliatesaccredited investor" as defined in Rule 501(a) promulgated under the Securities Act and (iv) that the transfer of such Preferred Stock, Warrants and/or Registrable Securities be (A) a transfer of an amount of such Preferred Stock, Warrants and/or Registrable Securities equal to, convertible into and/or exercisable for not less than 5% of the total number of Conversion Shares that would have been issuable upon the full conversion of all Preferred Stock on the Closing Date (as defined in Rule 405 under the ActPurchase Agreement) or (B) a transfer of such holderall of the Preferred Stock, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Warrants and Registrable Securities then owned by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1Holder.

Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to cause the --------------------------------- Corporation to register any transferee of all or any portion of such Investor's Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, if: (i) the Investor agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or reasonable time after such assignment; (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For 1933 Act and applicable state securities laws; (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this sentence the number transferee or assignee agrees in writing with the Company to be bound by all of shares the provisions contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreements, the Convertible Debentures and the Warrants; (vi) such transfer shall have been conducted in accordance with all applicable federal and state securities laws; and (vii) such transfer or assignment does not result in more than ten (10) holders of Registrable Securities and, after giving effect to such transfer or assignment, such assignee or transferee holds at least 10% of the Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations and other similar transactions) or such lesser number if such transfer involves all of the Registrable Securities then held by a transferee or assignee of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1transferor.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Shares, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(j), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Shares, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Shares, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "affiliatesaccredited investor" (as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Parent to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent that (20%i) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spousesubsidiary, lineal descendantAffiliate, adopted childparent, fatherpartner, mothermember, brother limited partner, retired partner, retired member or sister stockholder of a Holder; or (each, ii) is a "Holder's Immediate Family Member or trust for the benefit of an individual Holder or such Holder's Immediate Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, ; provided, in each case, that: (a) the Corporation Parent is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" a transferee or assignee (as defined in Rule 405 i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company; (iii) who is a Holder's Immediate Family Member; or (iv) that is a trust for the Act) benefit of an individual Holder or such holderHolder's Immediate Family Member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights under Section 10 shall be automatically assignable by the Purchaser to cause any transferee of all or any portion of the --------------------------------- Corporation to register Purchaser’s Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, if: (i) the Purchaser agrees in writing with the case transferee or assignee to assign such rights and a copy of any Holder that such agreement is furnished to the Company within a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or reasonable time after such assignment; (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished 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 are being transferred or assigned; (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For Securities Act or applicable state securities laws; (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this sentence the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement; and (vi) transferee or assignee is a person to whom the Securities can be transferred and by whom the Warrant can be exercised and to whom Warrant Shares can be issued without requiring any act by the Company not expressly provided for in this Agreement (including but not limited to not requiring the lodgment of a holder prospectus or other document or filing by the Company or seeking or obtaining any further shareholder approvals or other approvals). Following any such transfer in accordance with this Section 10.8, the Company shall thereafter use commercially reasonable efforts to amend or supplement the selling stockholder table contained in the Registration Statement to reflect such change in beneficial ownership of the affected Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article III may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds (i) at least twenty percent 1% of the Registrable Securities then outstanding (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications other recapitalizations and other like transactionssimilar events), or (ii) all of the shares of Registrable Securities originally held by initially issued to such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, PROVIDED that: (a) the Corporation is, within a reasonable time after such transfer, fumished the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this AgreementPROVIDED, including without limitation the provisions of Section 1.12 below; and (c) FURTHER, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and/or not otherwise eligible for sale under Rule 144(k) of the Securities Act or similar exemption. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants, and siblings of such partners or spouses who acquire Registrable Securities by gift, will will, or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, PROVIDED that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under this Section 1Article III.

Assignment of Registration Rights. The rights to cause have the --------------------------------- Corporation to Company register Registrable Securities pursuant to this Section 1 may Agreement shall be automatically assigned by the Investor to any transferee who (but only with all related obligations1) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holderholds, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after upon such assignment or transferwill hold, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z2) or to a trustis an affiliate of such Investor, provided in the beneficiaries case of which are exclusively the Holder and/or Family Members(1) and (2), provided, in each case, that: (a) the Corporation Investor agrees in writing with 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; (b) the Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For securities act and applicable state securities laws; (d) at or before the purposes time the Company received the written notice contemplated by clause (b) of determining this sentence, the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of a holder the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable provisions of Registrable Securities, the holdings of Purchase Agreement; (f) such transferee shall be an "affiliatesaccredited investor" (as that term is defined in Rule 405 501 of Regulation D under the ActSecurities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a), such holder, affiliated partnerships, constituent assignee or retired partners transferee agrees to pay all reasonable expenses of amending or supplementing such partnerships (Registration Statement to reflect such assignment. In connection with any such transfer the Company shall promptly after such assignment take such actions as well as Family Members shall be reasonable required for the Registration Statement and related prospectus to be available for use by such transferee for sales of such partners or spouses who acquire the Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment in respect of which the rights to registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1been assigned.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned or transferred (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, general partner, retired partner, member, retired member or stockholder of a Holder, (ii) that is an Affiliated Fund, (iii) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such securities a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), (iv) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member or (v) who, after such assignment transfer or transferassignment, holds at least twenty percent 50,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to adjustment for all stock splits, stock dividends, combinations, reclassifications and other reclassification or the like transactions) of with respect to such shares); provided further the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee (i) of at least 500,000 shares of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted subject to adjustment for all stock splits, stock dividends, combinationsreclassification or the like) (or if the transferring Holder owns less than 500,000 shares of such securities, reclassifications and other like transactions) of the then all Registrable Securities originally held by such the transferring Holder), (ii) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder, (yiii) a transferee or assignee that is an Affiliated Fund, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "Holder’s “Immediate Family Member"”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of an individual Holder or (z) or to a trustsuch Holder’s Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; as if an original party hereto, and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 subsection 1.2(a) may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent 1,000,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of recapitalizations), provided the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. The rights to cause the Company to register Registrable Securities pursuant to subsection 1.2(b) may be assigned (bbut only with all related obligations) by Enron to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 750,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee agrees in writing and the securities with respect to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 belowwhich such registration rights are being assigned; and (c) provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned assigned, in whole or in part (but only with all related obligations) ), by a Holder to, to (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of at least 250,000 shares of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted subject to adjustment for all stock splits, stock dividends, reclassification, combinations, reclassifications and other like transactionsdilutive issuances, deemed issuances or the like), (ii) a transferee or assignee of the all of such Registrable Securities originally held by such transferring Holder, if less than 250,000 shares (ysubject to adjustment for stock splits, stock dividends, reclassification, combinations, dilutive issuances, deemed issuances or the like), (iii) a partner, member, Affiliate (as defined in the Purchase Agreement) or Affiliate (as defined in the Purchase Agreement) of a member of the transferring Holder, (iv) a transferee or assignee who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantsibling, adopted childmother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law (eachsuch a relation, a "Holder’s “Immediate Family Member"”, which term shall include adoptive relationships), or (v) a transferee or assignee that is a trust for the benefit of an individual Holder or (z) or to a trustsuch Holder’s Immediate Family Member, provided the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; and provided, further, that the rights of Newco pursuant to Sections 1.2(e) and 1.4(d) may not be assigned, either in whole or in part, except to Daimler AG (“Daimler”), an Affiliate (as defined in the Purchase Agreement) of Daimler, a member of Newco or an Affiliate of a member of Newco, or upon the written consent of the Company. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) or Affiliates (as defined in the Purchase Agreement) of such members or retired members shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the Incyte to --------------------------------- Corporation to register Registrable Securities pursuant to this Section 1 Exhibit C may be assigned (but only with all related obligations) by a any Holder to, (i) in who transfers Registrable Securities with a value (based on the case closing price of any Holder that is a partnershipthe Common Stock as of the trading day immediately prior to the date of transfer) of at least $250,000 or, limited liability company if less, all of his, her or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates its shares of that Holder, Registrable Securities or (ii) in a transfer that does not require the case of any Holder, (x) a transferee amendment or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) supplement of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, Registration Statement and prospectus; provided, in each case, that: (a) the Corporation Incyte is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Notwithstanding the foregoing, a Holder that is a partnership may assign its rights hereunder to its partners in connection with a distribution of Registrable Securities to such partners without limitation on the amount of Registrable Securities being transferred. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 18.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) Stockholder to a transferee or assignee (i) of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) at least one-third of the Registrable Securities originally held by such transferring Holderthe Stockholder on the date hereof, (yii) that is another Stockholder or is a transferee subsidiary, parent, partner, limited partner, retired partner, member, stockholder or assignee other affiliate of a Stockholder, (iii) that is a current or former Affiliate, (iv) that is any investment vehicle or vehicles formed and managed by such Stockholder or its affiliates, including without limitation, any liquidating company trust or other liquidating vehicle or vehicles of such Stockholder or its affiliates, (v) who is a Stockholder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, lineal descendantformer spouse, adopted childsibling, niece, nephew, mother-in-law, father-in-law, motherson-in-law, brother daughter-in-law, brother-in-law, or sister sister-in-law, or is a person sharing a Stockholder’s household (eachother than a tenant or an employee) (each of such relations a Stockholder’s “Immediate Family Member”, which term shall include adoptive relationships), or (vi) that is a trust in which an individual Stockholder or such Stockholder’s Immediate Family Member have more than fifty percent of the beneficial interest, a "foundation in which an individual Stockholder or such Stockholder’s Immediate Family Member") Member controls the management of Holder the assets, or (z) is any other entity in which an individual Stockholder or to a trust, such Stockholder’s Immediate Family Member owns more than fifty percent of the beneficiaries of which are exclusively the Holder and/or Family Membersvoting interests, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) and provided, further, that such assignment shall be effective only if the transferee or assignee agrees in writing to be bound by this Agreement and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Regardless of the foregoing, in the event a Stockholder makes a permitted transfer to a foundation or other entity pursuant to Subsection 2.11(vi), the requirements of this Subsection 2.11 shall apply if such Stockholder or such Stockholder’s Immediate Family desires to transfer control of the assets of such foundation or transfer all or a portion of his, her or its voting interest in such entity so that such Stockholder or such Stockholder’s Immediate Family is no longer the owner of at least fifty percent of such voting interest; and to the extent that an exemption under this Subsection 2.11 is not otherwise available, then the original transfer of rights to such foundation or entity shall be void and ineffective for any purpose and shall not confer on any transferred or purported transferee any rights whatsoever and such rights shall revert back to the Stockholder. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" transferees and assignees of (as defined in Rule 405 under the Actx) of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership or (as well as y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such the partnership and its affiliated partnerships and other entitiesor limited liability company; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder tothat is a limited partnership to any affiliated limited partnership that is managed by the same management company or managing partner or by a person or entity controlling, (i) in the case of any controlled by or under common control with, such management company or managing partner, or by a Holder that is a partnership, limited liability company corporation to any entitiy that directly or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, indirectly controls the Holder or (ii) in is directly or indirectly controlled by the case of any Holder, (x) a transferee or assignee of such securities Holder who, after such assignment or transfer, holds at least twenty percent 200,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) recapitalizations), or, in the case of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who an Investor that is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, to any grantor or beneficiary of such trust, or in the beneficiaries case of which are exclusively an individual to any lineal ancestor, lineal descendant or spouse; provided the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For purposes of the foregoing sentence, "control" shall mean either (i) service as or the ability to appoint a director of any entity, or (ii) ownership of at least 10% of the outstanding equity of an entity. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent fifty thousand (20%50,000) shares of Registrable Securities (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications recapitalizations and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Memberslike), provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.14 below; and (c) such assignment shall be effective only if the transfer is permitted under the Act, and, immediately following such transfer transfer, the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1. The provisions of this Section 1.12 notwithstanding, the rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) to a partner, member, former partner or member or affiliate of the Holder regardless of whether such Holder's partner or affiliate holds fifty thousand (50,000) shares of Registrable Securities (as adjusted for stock splits, dividends, recapitalizations and the like) after such assignment or transfer.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to, to a transferee or assignee of such Registrable Securities that (i) in the case of any Holder that is a partnershipsubsidiary, Affiliate, parent, partner, member, limited liability company partner, retired partner, retired member or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates stockholder of that a Holder, or (ii) in is a Holder’s family member or trust for the case benefit of any an individual Holder, (x) a transferee or assignee of such securities who, after provided that any such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, thatshall be contingent upon: (a) the Corporation isCompany, within a reasonable time after such transfer, fumished being furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees agreeing in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall Registrable Securities continuing to be effective only if immediately Registrable Securities hereunder following such the transfer the further disposition of such securities by the to such transferee or assignee is restricted under the Actassignee. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesan assignee, the holdings of "affiliates" a transferee or an assignee (as defined in Rule 405 under i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the ActHolder, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the benefit of an individual Holder or such holderHolder’s Immediate Family Member, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthose of the assigning Holder; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toto a transferee, (i) in the case of any Holder that is a partnershipmember, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee retired member or assignee of such securities whothat (i) is an affiliate, partner, former partner, limited partner, shareholder, member, or former member of a Holder, (ii) is an entity that owns, directly or indirectly, securities constituting, in the aggregate, 50% or more of the voting power of such Holder, or of which, in the aggregate, 50% or more of the voting power is owned, directly or indirectly, by such Holder, or (iii) after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Membersimmediately after the date of this Agreement (subject to appropriate adjustment for Recapitalizations), provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing a copy of which writing is provided to the Company at the time of transfer to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 1.2 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships (as well as Family Members partnership or of a limited liability company who are members, managers or retired members of such partners limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners, members or managers or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiestogether; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 Article I may be assigned (but only with all related obligationsobliga- tions) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, holds (i) at least twenty percent 1% of the Registrable Securities then outstanding (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications other recapitalizations and other like transactionssimilar events), or (ii) all of the shares of Registrable Securities originally held by initially issued to such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, provided that: (a) the Corporation is, within a reasonable time after such transfer, fumished the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementprovided, including without limitation the provisions of Section 1.12 below; and (c) further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and/or not otherwise eligible for sale under Rule 144(k) of the Securities Act or similar exemption. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee of a holder of Registrable Securitiesassignee, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of such holder, affiliated partnerships, constituent a partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants, and siblings of such partners or spouses who acquire Registrable Securities by gift, will will, or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-in- fact for the purpose of exercising any rights, receiving notices notices, or taking any action under this Section 1.Article I.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Purchased Shares, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(k), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Purchased Shares, Warrants or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Purchased Shares, the holdings Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "affiliatesaccredited investor" (as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. (a) The rights to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by the Holder to a Holder to, transferee or assignees of such securities provided: (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfer, fumished furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (bii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including including, without limitation limitation, the provisions of Section 1.12 1.14 below; and (ciii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted exempt from registration under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee assignee, the holding of transferees and assignees of a holder of Registrable Securities, the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent partnership who are partners or retired partners of such partnerships partnership (as well as Family Members including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entitiesthe partnership; provided, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1. (b) Subject to clause (a) above, the right to have the Company register the Registrable Securities pursuant to this Section 1 may not otherwise be assigned; provided, however, that (i) any heir or the estate of the Holder which acquires the Registrable Securities from the Holder by will or intestate succession shall be entitled to have the Company register the Registrable Securities pursuant to this Section 1 (provided that such heirs or such estate shall have a single attorney-in-fact for the purpose of exercising any rights, receiving any notices or taking any action under this Section 1), and (ii) Holder may sell, assign or transfer Registrable Securities to his or her spouse or children or to a trust established for the benefit of his or her spouse, children or himself or herself, and such transferee shall be entitled to have the Company register the Registrable Securities pursuant to this Section 1, if, and only if, such transferee agrees in writing to be bound by the terms of this Agreement. In each such event and for purposes of this Agreement, the term "Holder" as used herein shall include all such heirs, such estate or such transferees.

Assignment of Registration Rights. The rights to cause have the --------------------------------- Corporation to Company register Registrable Securities pursuant to this Section 1 may Agreement shall be automatically assigned by the Investors to any transferee who (but only with all related obligations1) by a Holder to, (i) in the case of any Holder that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holderholds, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after upon such assignment or transferwill hold, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) % of the Registrable Securities originally held by such transferring Holder, (yor Warrants exercisable into 20% of the Registrable Securities) a transferee (or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member"any equivalent combination of Warrants and Registrable Securities) of Holder or (z2) or to a trust, the beneficiaries is an Affiliate of which are exclusively the Holder and/or Family Members, provided, in each case, thatsuch Investor only if: (a) the Corporation Investor agrees in writing with 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; (b) the Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For Securities Act and applicable state securities laws; (d) at or before the purposes time the Company received the written notice contemplated by clause (b) of determining this sentence the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of a holder the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable requirements of Registrable Securities, the holdings of Purchase Agreement; (f) such transferee shall be an "affiliatesaccredited investor" (as that term defined in Rule 405 501 of Regulation D promulgated under the ActSecurities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a), such assignee or transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Purchase Agreement by notice of such holderassignment to the Company. Following such notice of assignment of rights under the Purchase Agreement, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) the Company shall be aggregated together and with obligated to such partnership and transferee to perform all of its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for covenants under the purpose of exercising any rights, receiving notices or taking any action Purchase Agreement as if such transferee were the Buyer under this Section 1the Purchase Agreement.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Corporation to Company register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holder toportion of the Notes, Series B Preferred Stock, the Conversion Shares, the Warrants, the Warrant Shares or the Registrable Securities if: (i) the Holder agrees in writing with the case transferee or assignee to assign such rights, and a copy of any Holder that such agreement is furnished to the Company within a partnershipreasonable time after such assignment, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in the case of any Holder, (x) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after such transfertransfer or assignment, fumished furnished with written notice of (a) the name and address of such transferee or assignee assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (biii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the Act. For Securities Act and applicable state securities laws, (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this Section 7(k), the number of shares of Registrable Securities held by a transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a holder condition of allowing such assignment in connection with a transfer of Notes, Series B Preferred Stock, Conversion Shares, Warrants, Warrant Shares or Registrable SecuritiesSecurities (i) that the Holder or transferee of all or a portion of the Notes, Series B Preferred Stock, Conversion Shares, Warrants, Warrant Shares or Registrable Securities as the holdings case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "affiliatesaccredited investor" (as defined in Rule 405 501(a) promulgated under the Securities Act) of such holder, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.