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 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 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, 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 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, (i) 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, combinations, reclassifications combinations and other like transactionsrecapitalizations), and (ii) is not a person or entity deemed by the Board of Directors of the Registrable Securities originally held by such transferring HolderCompany in its best judgment, (y) to be a transferee competitor or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") potential competitor of Holder or (z) or to a trust, the beneficiaries of which are exclusively Company; 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 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. For the purposes of determining the number of shares of Registrable Securities held by any Note Warrant Investor, the shares of Registrable Securities held by such Note Warrant Investor shall be aggregated with the shares of Registrable Securities held by affiliates of the Note Warrant Investor or any entities for which the Note Warrant Investor or its affiliates serve as general partner and/or investment adviser or in a similar capacity, all mutual funds or other pooled investment vehicles or entities under the common control or management of such Note Warrant Investor, or the general partner or investment adviser thereof, or any affiliate of the foregoing.

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) 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 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 Act and the purposes Purchase Agreement; and (d) the Company gives its prior written consent, such consent not to be unreasonably withheld provided, however, that no consent shall be required for the transfer of determining such rights as follows: (i) by BET Associates L.P. to Xxxxx Xxxx, Xxxxxxx Xxxxxxxxxx, any entity where a majority of the number of shares of Registrable Securities capital stock or other equity interest is held by a transferee either Mr. Toll or assignee of a holder of Registrable SecuritiesXx. Xxxxxxxxxx, the holdings irrespective heirs, and any trust formed for the benefit of "affiliates" their heirs; (as defined in Rule 405 under ii) by Brookwood New World Investors LLC to (A) its members, (B) the Actmembers of its managing member, and (C) of such holderthe members, affiliated partnerships, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities shareholders of any of the managing member's members, which, as to clause (C), shall not exceed 20 transferees; and (iii) by gift, any Xxxxxxx Xxxxx & Co. entity. The Company agrees that it 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 consent to assignments to trusts created by the Stockholder for estate planning purposes. The Company is not qualify individually for assignment required to consent to any transfer of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action to securities which are then saleable under this Section 1Rule 144.

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 ten percent (10%) of the case shares originally purchased by such Holder as set forth on Exhibit A (subject to adjustment for stock splits, stock dividends, reclassification or the like) or all of any Holder that is a partnershipsuch Holder’s Registrable Securities, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, if less or (ii) in the case of any Holder, (x) a transferee or assignee that is an Affiliated Person 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 Holder; 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 promptly 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 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 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 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 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 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 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 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 (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 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 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, 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) 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. 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 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) a Holder to, (i) in the case of any Holder that is a partnership, to any partner, retired partner or Affiliated fund of such Holder, (b) a Holder that is a limited liability company company, to any member or former member of such Holder, (c) 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, (d) 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 (iid) in the case of to any Holder, (x) a transferee or assignee of such securities who, other Person who immediately after such assignment or transfer, holds becomes the Holder of at least twenty percent 2% of Registrable Securities; provided (20%in all cases) (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 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 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 EXHIBIT E FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT July [22], 2020 Q&K International Group Limited Suite 1607, Building A Xx.000 Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxxx, 000000 People’s Republic of China Ladies and Gentlemen: Whereas, SAIF IV Consumer (BVI) Limited (the purposes “Investor”), is a record owner of determining securities of Q&K International Group Limited (the number “Company”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, which as of the date hereof held 120,000,000 Class A ordinary shares of Registrable the Company, par value US$0.00001 per share (“Ordinary Shares”), and is not (and has not been for at least three months) an “affiliate” (as such term is defined under Rule 144 promulgated under the Securities Act of 1933) of the Company. To induce the Investor to enter into this letter agreement (this “Lock-Up Agreement”), the Company hereby acknowledges its obligation to assist and facilitate the conversion of the Ordinary Shares held by a transferee the Investor into American depositary shares (the “ADSs”), each representing thirty (30) Ordinary Shares, and hereby undertakes to do, or assignee cause to be done, all such acts and things, and execute and deliver, or cause to be executed and delivered, all such certificates, instructions and other documents, in order to effect the issuance of a holder ADSs (free of Registrable Securitiesany restrictive legend) no later than July [29], 2020 against deposit of the Ordinary Shares held by the Investor with The Bank of New York Mellon, as depositary (the “Depositary”). In consideration of the foregoing and the mutual promises, covenants and agreements of the parties contained herein, the holdings Investor hereby agrees that, without the prior written consent of "affiliates" the Company, it will not, during the period commencing on the date on which all of the Ordinary Shares held by the Investor are converted into ADSs (such ADSs, the “Lock-Up Securities”) and ending at the earlier of (x) the Mandatory Conversion Date (as defined in Rule 405 under the Actsection 3(b) of the convertible note to be issued by the Company on or about July [29], 2020 or (y) March 31, 2021 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any Lock-Up Securities, by the Investor or any other securities so owned convertible into or exercisable or exchangeable for the Lock-Up Securities or publicly disclose the intention to do any of the foregoing, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Lock-Up Securities, whether any such holdertransaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities or such other securities, affiliated partnershipsin cash or otherwise, constituent or retired partners (3) publicly disclose the intention to do any of the foregoing. The foregoing restrictions are expressly agreed to preclude the Investor from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Investor’s Lock-Up Securities even if such sale or disposition would be conducted by someone other than the Investor. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Investor’s Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from the Investor’s Lock-Up Securities. Each party hereto represents and warrants that it has full power and authority to enter into this Lock-up Agreement. All authority herein conferred or agreed to be conferred and any obligations of a party shall be binding upon the successors, assigns, heirs or personal representatives of such partnerships (as well as Family Members of such partners party. This Lock-up Agreement and any claim, controversy or spouses who acquire Registrable Securities by gift, will dispute arising under or intestate succession) related to this Lock-up Agreement shall be aggregated together governed by and construed in accordance with such partnership the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, SAIF IV Consumer (BVI) Limited Name: Title: The Company hereby accepts 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 attorneyagrees to this Lock-in-fact for Up Agreement on the purpose of exercising any rights, receiving notices or taking any action under this Section 1.date first written above. Q&K International Group Limited Name: Title:

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 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 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 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 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 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 rights to cause have the --------------------------------- Corporation to Company register Registrable Securities pursuant to this Section 1 may Agreement shall be assigned (but only with automatically assignable by the Investors to any transferee of all related obligations) by a Holder to, or any portion of Registrable Securities 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 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 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 a holder the provisions contained herein, (v) such transfer shall have been made in accordance with the applicable requirements of Registrable Securitiesthe Securities Purchase Agreement, the holdings of (vi) such transferee shall be an "affiliatesaccredited investor" (as that term defined in Rule 405 501 of Regulation D promulgated under the 1933 Act; and (vii) 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), the transferee agrees to pay all reasonable expenses of amending or supplementing such holderRegistration Statement to reflect such assignment. Notwithstanding anything herein to the contrary, affiliated partnerships, constituent or retired partners no assignment of such partnerships (as well as Family Members of such partners or spouses who acquire Registrable Securities the rights represented by gift, will or intestate succession) this Agreement shall be aggregated together and effective unless in compliance with such partnership and its affiliated partnerships and other entities; provided, that, all assignees and transferees who would not qualify individually for assignment any applicable securities laws 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 jurisdiction.

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 rights right 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 (or affiliated group of such securities transferees or assignees) who, after such assignment or transfer, holds at least twenty percent 250,000 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, however, that, notwithstanding the foregoing, the right to cause the Company to register Registrable Securities originally held by such transferring Holderpursuant to this Section 1 may be assigned (but only with all related obligations) to (i) any partner or retired partner of any Holder which is a partnership, (yii) a transferee any family member or assignee who trust for the benefit of any individual Holder or family member, (iii) any affiliated investment fund, (iv) any member of any Holder which is a spouselimited liability company, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (zv) any stockholder or to affiliate of any Holder that is a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, corporation; provided, in each casefurther, 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) 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; provided, further, that CancerVax Research Foundation may transfer its Registrable Securities and assign the right to cause the Company to register such Registrable Securities to any tax-exempt, public charitable organization in order to comply with the minimum distribution requirements for private foundations under 26 U.S.C. Section 4942. 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, a limited liability company who are members of such partners limited liability company, a corporation who are stockholders and affiliates of such corporation (including, in each case, spouses and ancestors, lineal descendants and siblings of such partners, members, affiliates and stockholders 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, limited liability company or corporation, as 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 any 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, 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 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 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 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 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 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 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) only to a transferee or assignee of such securities who, after such assignment or transfer, holds Registrable Securities which acquires at least twenty percent 100,000 shares of Registrable Securities (20%) (in each case as appropriately adjusted 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, recapitalizations); provided, in each casehowever, that: that (ai) the Corporation istransferor shall, within a reasonable time 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, (ii) such transferee shall agree to be subject to all restrictions and obligations set forth in this Agreement, and (iii) such transfer or assignment of Registrable Securities shall be effected in accordance with the terms of Section 2.4 hereof, the ROFR Agreement, the Voting Agreement, and applicable securities laws; and provided, further, that any Holder may transfer Registrable Securities either (a) to any "AFFILIATE(S)" (as defined below) of such Holder (which, in the case of a Holder which is a limited partnership, shall also include without limitation current and former limited partners, general partners, members and principals of such Holder or any general partner of such Holder) or (b) to such transferee Holder's spouse, children or assignee agrees grandchildren, or to a trust for the exclusive benefit of such Holder, such Holder's spouse, children or grandchildren, without regard to the foregoing numerical limitations so long as such Holder and all such assignees agree (as evidenced in a writing to be bound by and subject delivered to the terms and conditions Company prior to any such assignment) that such Holder (or its designee) will act as the single attorney-in-fact for all such assignees for the purpose of exercising any rights, receiving any notices or taking any other action under 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 Act3. 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, thathowever, 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 any notices or taking any other action under this Section 13. For purposes of this Section 3.10, the term "affiliate" means, as to the entity in question, any person or entity that directly or indirectly controls, is controlled by or is under common control with the entity in question, and the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract, or otherwise.

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. 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 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 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 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 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 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 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 who, after such assignment or transfer, holds at least twenty percent that (20%a) (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 descendantparent, adopted childmember, fatheraffiliate, motherpartner, brother limited partner, retired partner or sister (each, shareholder of a "Family Member") of Holder or (zb) is a Holder's family member or to a trust, trust for the beneficiaries benefit of which are exclusively the an individual Holder and/or Family Members, or such Holder's family members; provided, in each case, that: however 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 including, without limitation 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 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, thathowever, 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.ARTICLE I.

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 without limitation to an affiliate (but only with all related obligations) as such term is defined in the 1934 Act); provided, that such affiliate is not an operating company that is a direct competitor of the Company. In addition, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder toto a third party transferee who acquires such Registrable Securities, and by such transferee to a subsequent permitted transferee; provided, that with respect to any such transfer, either the transferor is a Significant Stockholder immediately prior to and subsequent to such transfer and the transferee would hold at least five percent (5%) of the Company’s outstanding Common Stock immediately after such transfer (on an as converted basis), or, in the event the transferor is not a Significant Stockholder, such transferor transfers in a single transaction to one party no less than all of the shares subject to such rights held by the transferor; provided, however, that such transfer does not constitute a distribution within the meaning of the 1933 Act and is otherwise effected in accordance with all applicable securities laws. Any transferee to which rights under this Agreement are transferred, including an affiliate of a Holder, shall: (i) in the case of any Holder that is as 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 condition 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 deliver to the Company a written notice of the name and address of instrument by which 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 the obligations imposed upon Holders under this Agreement to the terms and conditions of same extent as if such transferee were a Holder under this Agreement, including without limitation the provisions of Section 1.12 below; and (cii) such assignment be deemed to be a Holder hereunder. For purposes of this Section 2.11, Significant Stockholder shall be effective only if immediately following such mean any stockholder of the Company holding at least ten percent (10%) of the Company’s outstanding capital stock (on an as-converted basis) as of the date the Company is notified of any proposed 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 1stockholder.

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 either (i) receives such shares in connection with the transfer of all of the Holder’s Registrable Securities, after or (ii) receives not less than 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) as a result of such transfer, or (iii) is a partner, shareholder, subsidiary, affiliate, family member, family trust, or the estate of the Holder making 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 casehowever, 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 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-inattorneyin-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 such Holder’s family member, or (iii), 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(subject to appropriate adjustment for stock splits, (ystock dividends, combinations and other recapitalizations) a transferee or assignee who it purchased under the Original Purchase Agreement and is a spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, purchasing under the beneficiaries of which are exclusively the Holder and/or Family MembersPurchase Agreement, 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; and (d) such transferee or assignee is not a competitor of the Company, as determined in good faith by the Board of Directors. 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, (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 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 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 --------------------------------- 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 may be assigned assigned, in whole or in part (but only with all related obligations) ), by a the 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 transactions) of dilutive issuances, deemed issuances or the Registrable Securities originally held by such transferring Holderlike), (yii) a transferee or assignee who is a spouseof all of such Registrable Securities held the Holder, lineal descendantif less than 250,000 shares (subject to adjustment for stock splits, adopted childstock dividends, fatherreclassification, mothercombinations, brother dilutive issuances, deemed issuances or sister (each, a "Family Member") of Holder or (z) or to a trust, the beneficiaries of which are exclusively like); provided the Holder and/or Family Members, provided, in each case, that: (a) the Corporation Company is, within a reasonable time after prior to 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 ActSecurities Act and, after such time as the Company has amended the Investors’ Rights Agreement to provide that such transferee or assignee shall be treated as a “holder” for all purposes under the Investors’ Rights Agreement, such transferee or assignee agrees (x) to be bound by the Investors’ Rights Agreement and the Right of First Refusal Agreement (if then in effect), in each case dated as of August 31, 2009, by and among the Company and certain stockholders of the Company and (y) that its rights to cause the Company to register Registrable Securities will be governed by Section 1 of the Investors’ Rights Agreement in lieu of its rights hereunder; provided, further that so long as the Company has not amended the Investors’ Rights Agreement to include such transferee or assignee thereunder, such assignment shall be automatically effective and such transferee or assignee shall maintain its rights as a “Holder” for all purposes hereunder. The Company shall use its commercially reasonable efforts to cause the Investors’ Rights Agreement to be amended in order to allow any such transferee or assignee to be treated as a “holder” for all purposes thereunder. 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) or Affiliates (as defined in the Arrangement 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 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(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 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 Incyte 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 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) 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 (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally held by such transferring HolderHolder immediately prior to such assignment or transfer (subject to appropriate adjustment for stock splits, (y) a transferee or assignee who is a spousestock dividends, 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 Memberscombinations and other 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 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; (d) Maven shall not assign its rights pursuant to this Section 2 to any party unless such party is reasonably acceptable to the Board and in no event may Maven assign its rights under this Section 2 to any party that is a competitor of the Company; and (e) a Strategic Investor shall not assign its rights pursuant to this Section 2 to any party unless such party is reasonably acceptable to the Board and in no event may a Strategic Investor assign its rights under this Section 2 to any party that is a competitor 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" 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 1.2. -15-

Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investor(s) to cause the --------------------------------- Corporation to register any transferee of all or at least [ * ] shares of such Investor’s Registrable Securities pursuant to this Section 1 may be assigned (but only with or if an Investor shall hold less than [ * ] such shares, then a transfer of all related obligationssuch shares) 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 Dynavax 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 Dynavax 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 Dynavax 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 Dynavax to be bound by all of the provisions contained herein; and (v) (A) in the case of a holder transfer of Warrant Related 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 transfer shall have a single attorney-in-fact for been made in accordance with the purpose applicable requirements, if any, of exercising any rightsthe Warrant Purchase Agreement, receiving notices or taking any action under this Section 1and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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, dividends, combinations, reclassifications and other like transactions) or in the case of the Registrable Securities originally held by such transferring Holderwith respect to the Series D Preferred Stock, (y) a transferee at least 64,267 shares, or assignee who is a spousein the case of Registrable Securities with respect to the Series E Preferred Stock, 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 Membersat least 50,000 shares, provided, that, in the case of Registrable Securities with respect to the Series D Preferred Stock or Series E Preferred Stock, each casesuch transfer of Securities is of at least 50,000 shares; provided, that: (a) further, 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) 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 no transferee or assignee may be a person or entity that develops or distributes products or services that perform substantially the same functions as or have substantially the same features, or competes for substantially the same end user customers and for the same purposes, as the products or services 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" (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 of Registrable Securities which (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member (including in the case of venture capital funds, affiliated venture capital funds, predecessor and successor funds and entities under common investment management) of a Holder, (b) is a Holder’s family member or trust for the benefit of an individual Holder or such securities whoHolder’s family member, after (c) is a partnership whose sole partner is an individual Holder or a member of such assignment or transferHolder’s family, holds (d) acquires at least twenty percent one hundred thousand (20%100,000) shares of Registrable Securities (as appropriately adjusted for all any stock splits, dividends, combinations, reclassifications splits, recapitalizations and other like transactionsthe like) provided, however, that Shares held by affiliates shall be aggregated for the purposes of satisfaction of the Registrable Securities originally held by such transferring Holderaforementioned minimum share requirement; or (e) to a shareholder of GadgetSpace, Inc., as set forth on Exhibit M hereto, (yf) to a transferee or assignee stockholder of Simplexity, Inc., who is a spousean “accredited investor” pursuant to Regulation D promulgated under the Securities Act, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder or (z) or to a trust, as contemplated in the beneficiaries of which are exclusively the Holder and/or Family Members, Asset Purchase Agreement 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; assigned and (bii) such transferee shall agree to be subject to all restrictions set forth in this Agreement, (h) to a stockholder of Avesair, Inc., who is an “accredited investor” pursuant to Regulation D promulgated under the Securities Act, as contemplated in the Series D-5 Asset Purchase Agreement provided, however, (i) the provisions of the D-5 Asset Purchase Agreement are fully satisfied prior to any assignment or transfer, (ii) the transferor shall, within ten (10) days after such transfer, furnish to the Company 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 (iii) such transferee 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; 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 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 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) 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 250,000 shares of such Holder’s Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) recapitalizations and including for purposes of such calculation the Registrable Securities originally held by such transferring Holdershares of Common Stock then issuable upon conversion of Preferred Stock), (yb) any Holder who transfers all of its Registrable Securities, or (c) 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, affiliates; provided, in each case, thathowever: (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 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 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 to a wholly-owned subsidiary 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 corporate Holder, to an Affiliate of a Holder or (ii) in the case of any Holder, (x) to a transferee or assignee of such securities Registrable 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) 10% of the Registrable Securities originally held by such transferring Holder(subject to appropriate adjustment for stock splits, (y) a transferee or assignee who is a spousestock dividends, lineal descendantcombinations and other recapitalizations), adopted child, father, mother, brother or sister (each, a "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 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 or limited liability company who are partners or members or retired partners or members of such partnerships entity (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 the partnership or limited liability company; provided that, with respect to Registrable Securities issued to TradeOut, no such partnership aggregation shall apply to a stockholder of TradeOut unless such stockholder (a) was a former holder of Preferred Stock of TradeOut and its affiliated partnerships and other entities(b) holds more than 100,000 Registrable Securities; provided, thatfurther, 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. Notwithstanding anything in this Agreement to the contrary, any holder of preferred stock of ZoneTrader who purchases Registrable Securities from ZoneTrader or receives Registrable Securities upon ZoneTrader's dissolution shall, upon execution of an Adoption Agreement as set forth in Section 3.1, be deemed to be a "Holder" (whether or not such holder or former holder of preferred stock of ZoneTrader holds at least 10% of the Registrable Securities) rather than an assignee of a Holder in accordance with the foregoing provisions of this Section 1.13.

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, by (but only with all related obligationsa) by a an Original Holder to, (i) in the case of any or Other 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 securities: (i) if such assignment transferee or assignee was a Holder of Registrable Securities hereunder prior to such transfer, holds at least twenty percent (20%ii) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) if such transfer is made in connection with the transfer of not less than 25% of the Registrable Securities originally held by such transferring HolderHolder on the date hereof, (yiii) a if such transferee or assignee who is a spouse, lineal descendant, adopted child, father, mother, brother or sister acquires at least five percent (each, a "Family Member"5%) of the then outstanding Registrable Securities, (iv) in connection with a transfer of shares to an affiliate of such Holder or (zv) in connection with a distribution by such Holder, to any partner, former partner, member, former member, stockholder or former stockholder or the estate of any such Person, or (b) a Series D Holder, Series X-x Xxxxxx, Series E Holder or Series E-l Holder to a trustany transferee or assignee of such 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) provided, however, that, in each such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreementcase, 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 transferee executes a joinder agreement, which indicates that the assignee is bound by the terms and conditions of this Agreement, such transfer of any Registrable Securities is lawful under all applicable securities laws and which category of Holders such assignee shall be as a result of such securities by assignment. Except as specifically permitted in the transferee preceding sentence, neither this Agreement nor any Combined Holder's rights or assignee is restricted privileges under this Agreement can be assigned or transferred, in whole or in part, without the Actprior written consent of the other parties hereto. 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 (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) or (ii) a corporation or limited liability company which is a parent or subsidiary of such entity, shall be aggregated together and with such the partnership and its affiliated partnerships and or other entities; providedentity, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for as the purpose of exercising any rights, receiving notices or taking any action under this Section 1case may be.

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) ), other than to a direct competitor of the Company, as reasonably determined by the Company (and such direct competitor restriction shall not apply to any transfer by Google to any Affiliate or subsidiary of Google), by a Holder to, holding at least one hundred and sixty thousand (160,000) shares of Registrable Securities (subject to appropriate adjustment for any recapitalization) (a “Major Investor”) (i) in the case to one or more of its partners or employees, shareholders or members, (ii) to any Holder that is a partnershipwholly-owned subsidiary or parent of, limited liability company or to any corporation, person or entity that is, within the meaning of the Securities Act, controlling, controlled by or under common control with, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that such Holder, or (iiiii) in the case of any Holder, (x) to a transferee or assignee of such securities who, after such assignment or transfer, either (a) holds at least twenty percent one hundred and sixty thousand (20%160,000) shares of Registrable Securities (as appropriately adjusted subject to appropriate adjustment for any recapitalization) or (b) holds all stock splits, dividends, combinations, reclassifications and other like transactions) of the Registrable Securities originally then held by the Holder immediately prior to such transferring Holdersale, (y) a provided that upon such transfer to any 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, thatassignee: (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 2.11 below; and (c) such assignment shall be effective only if 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 Securitiespursuant to clause (iii) above, the holdings of "affiliates" (as defined in Rule 405 under the Act) transferees and assignees of a partnership or Exhibit 4.4 Execution Copy limited liability company who are employees, partners or retired partners, members or former members of such holderpartnership (including spouses and ancestors, affiliated partnerships, constituent or retired partners lineal descendants and siblings of such partnerships (as well as Family Members of such employees, 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 entitiesor limited liability company; provided, that, further that all assignees and transferees pursuant to clause (i) or (ii) who would not qualify individually for assignment of registration rights pursuant to clause (iii) 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 Article 9 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 has lawfully received the shares in accordance with all applicable laws and regulations and with respect to Registrable Securities other than Board Warrants, the terms of this Shareholders' Agreement and, if applicable, is a spouseShareholder as defined hereunder or a partner or equity holder of a Shareholder (or a third party duly authorized to act on behalf of a Shareholder or its partners or equity holders), lineal descendantPROVIDED that such partner or equity holder has appointed such Shareholder (or such duly authorized third party) as its lawful attorney-in-fact to receive notices, adopted childvote and otherwise make binding decisions under the terms of this Article 9; PROVIDED, 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, providedHOWEVER, in each case, that: (a) the Corporation Company is, within a reasonable period of time after such transfer, fumished with given 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 agrees to be bound by the terms of this Article 9. For Any provisions of this Shareholders' Agreement to the purposes contrary notwithstanding, a transferee shall have no rights of determining a Holder under Section 9.1 of this Shareholders' Agreement unless such transferee receives from a Shareholder that is a party to this Shareholders' Agreement as of its date, one hundred percent (100%) of the number of shares of Registrable Securities Stock held by a transferee or assignee such Shareholder as of a holder the date of Registrable Securities, the holdings of "affiliates" this Shareholders' Agreement (as defined in Rule 405 under the Act) of diluted, other than by disposition by 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 1Shareholder).

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 350,000 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, combinationsreclassifications or the like) or if the transferring Holder owns less than 350,000 shares of such securities, reclassifications and other like transactions) of the then all Registrable Securities originally held by such the transferring Holder, (yii) that is a transferee subsidiary, parent, partner, limited partner, retired partner, member, retired member or assignee stockholder of a Holder, (iii) 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) 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 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 750,000 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 1.14 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) or of an LLC who are members of such LLC 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 to an affiliate of any such 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 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 transactions) of the Registrable Securities originally held by such transferring Holderrecapitalizations), (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 in each case, 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 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 One Hundred Thousand (20%100,000) 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 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 Securities, (i) the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, limited liability companies and other entities, and their constituent or retired partners or members (collectively, "AFFILIATED PERSONS"), and (ii) the holdings of such partnerships (as well as Family Members of such partners or spouses spouses, ancestors, lineal descendants and siblings who acquire Registrable Securities by gift, will or intestate succession) succession (collectively, "FAMILY MEMBERS"), shall in each case be aggregated together and with such partnership and its affiliated partnerships and other entities; providedtogether, that, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have designate in writing to the Company from time to time a single attorney-in-fact on behalf of the entire group of Affiliated Persons or Family Members, as the case may be, 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 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 transactions) recapitalization), or if less, the entire amount of the Registrable Securities originally held by such transferring HolderHolder 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, 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 the partnership; 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. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee the holdings of transferees and assignees of a trust who are beneficiaries of such partnership trust (including spouses and its affiliated partnerships ancestors, lineal descendants and other entitiessiblings of such beneficiaries or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the trust; 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 the Xxxxx Investors hereunder, including the right to cause have the --------------------------------- Corporation to Company register Registrable Securities pursuant to this Section 1 Agreement to the extent the nature of the transferee requires or may require a primary registration under applicable securities law, will be automatically assigned (but only with by the Investors to transferees or assignees of all related obligations) by a Holder to, (i) in the case of or 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) portion of the Registrable Securities originally held by such transferring HolderSecurities, (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: but only if (a) the Corporation transferring Xxxxx 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 the name and address of such transferee or assignee and the securities Registrable 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 after such transfer or assignment, the further disposition of such securities Registrable Securities by the transferee or assignee is restricted under the ActSecurities Act and applicable state securities laws, (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, (e) such transfer is made in accordance with the applicable requirements of the Purchase Agreements, and (f) the transferee is an “accredited investor” as that term is defined in Rule 501 of Regulation D and is not, and will not become as a result of the transfer, an affiliate of the Company. For the purposes of determining the number of shares If a transferee of Registrable Securities held by hereunder would be similarly situated to the Other Investors with regard to a transferee or assignee of a holder secondary registration of Registrable Securities, the holdings of "affiliates" (Company will have no obligation to such transferee other than to provide it with the rights it would have had as defined in Rule 405 a transferee 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 1Other Registration Rights Agreements.

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 toHolder; 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 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 Securities Act. For Any assignee or transferee asserting rights under this Agreement shall be deemed to have consented to the purposes terms and conditions hereof. Notwithstanding the foregoing, Holders' rights to cause the Company to register their Registrable Securities and to keep information available, granted to them by the Company under this Section 5, may be assigned (or assigned in part and retained in part) to one or more transferees or assignees who either (x) are Affiliates of determining Stockholder or (y) receive Registrable Securities which, upon full exercise and conversion, represent the number of right to obtain at least five hundred thousand (500,000) shares of Registrable Securities held (as adjusted for stock dividends, stock split, recapitalizations and the like that occur after the date of this Agreement), PROVIDED, that (i) the Company is given written notice by such Holder at the time of or within a reasonable time after said transfer or assignment, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, and (ii) upon request by the Company, such permitted transferee or assignee executes a counterpart to Section 5 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 1Agreement.

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 Except as otherwise provided below, neither party may assign this Agreement or any of the rights to cause and obligations of the --------------------------------- Corporation to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder toparties hereunder without the prior written consent of the other party; provided, that (i) in the case Individual Investor may assign this Agreement and all of any Holder that is a partnershiphis rights and obligations hereunder to one Permitted Transferee, 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, Trust Investor may assign this Agreement and (x) a transferee or assignee all of such securities whoits rights and obligations hereunder, after such assignment or transferother than pursuant to Section 4, holds at least twenty percent (20%) (as appropriately adjusted for all stock splits, dividends, combinations, reclassifications to one Permitted Transferee and other like transactions) of the Registrable Securities originally held by such transferring Holder, (y) a transferee the rights and obligations hereunder, other than pursuant to Section 4, to Permitted Transferees that are beneficiaries of the Trust Investor as to shares of Eligible Common Stock owned by the Trust Investor and (iii) the Company may assign this Agreement and all of its rights and obligations hereunder to any entity that succeeds to all or assignee who is a spousesubstantially all of the assets of the Company, lineal descendantwhether by merger, adopted childsale or otherwise. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. If the Company shall so request, father, mother, brother any such successor or sister (each, a "Family Member") assign shall agree in writing to acquire and hold the Eligible Common Stock subject to all of Holder or (z) or the terms hereof. In the event of any assignment by the Trust Investor to a trustPermitted Transferee: (i) such Permitted Transferee shall participate in all rights of the Trust Investor, and shall be bound by all obligations of the beneficiaries of which are exclusively the Holder and/or Family MembersTrust Investor, providedas provided in this Agreement, in each case, that: (a) case proportionately based on 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 relative number of shares of Registrable Securities Eligible Common Stock held by a transferee such Permitted Transferee; and (ii) all notices, decisions and elections provided in this Agreement to be given to or assignee made by the Trust Investor shall be so given to or made by (and shall be for all purposes conclusively deemed to have been adequately given or made if so given to or made by) the Trustee of a holder of Registrable SecuritiesThe Reubxx Xxxxx Xxxxxx Xxxst Dated January 24, the holdings of "affiliates" (as defined in Rule 405 under the Act) 2000 for and on behalf 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 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 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 500,000 shares of Registrable Securities (20%subject to appropriate adjustment for share splits, share dividends, combinations and similar recapitalization events) (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 MemberMinimum Transfer") of Holder or (z) or to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members), provided, in each casethat, 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. Notwithstanding the foregoing, in connection with a pledge of any Shareholder's Registrable Securities in favor of a Lending Institution, any Shareholder shall be entitled to conditionally assign to a third party acquiring such Registrable Securities pursuant to any exercise of a Lending Institution’s rights or remedies, including, without limitation, a foreclosure proceeding, prior to effecting the Minimum Transfer, such Shareholder's rights to cause the Company to register such Registrable Securities under this Article 3 provided that the Company is provided with written notice thereof. 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, 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 Executive's rights to cause the --------------------------------- Corporation to register Registrable Securities pursuant to this Section 1 6 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 to cause the --------------------------------- Corporation Company to register Registrable Securities pursuant to this Section 1 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, (y) 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 50,000 shares of Registrable Securities (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactionssimilar recapitalization events) 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) 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 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 14.

Assignment of Registration Rights. The Subject to any restrictions on transfer under applicable law and pursuant to other agreements, 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 (i) in the case any partner, limited partner or retired partner of any Holder that is a partnership, partnership and any member or retired member of any Holder that is a limited liability company or corporationcompany, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or (ii) in any family member or family trust or similar entity for the case benefit of any Holder who is an individual (or such Holder's family members), and (xiii) a transferee or assignee of such securities who, after such assignment or transfer, holds at least twenty percent (20%) 100,000 shares of Registrable Securities (as appropriately adjusted for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactions) of recapitalizations after 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, date hereof); provided, in each case, that: (aA) 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; (bB) 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 1.13 below; and (cC) 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, thathowever, 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 or shareholder of a Holder, (ii) is a Holder’s immediate family member (spouse or child) or trust for the benefit of an individual Holder, (iii) after such assignment or transfer, holds at least ten percent (10%) of the shares of Registrable Securities (subject to appropriate adjustment for Recapitalizations) or (iv) with the prior written consent of the Company, 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) 100,000 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) in the Corporation case of (i), (ii) and (iii), 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, 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 below1.13; 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 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 acquires all of the Registrable Securities previously held by such Holder, or 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 splits, stock dividends, combinations, reclassifications combinations and other like transactions) of the Registrable Securities originally held by such transferring Holderrecapitalizations), (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 Company is, within a reasonable time 20 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 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 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 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 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 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 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), 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 14.

Assignment of Registration Rights. The rights to cause of the --------------------------------- Corporation to register Registrable holders of Restricted Securities pursuant to under this Section 1 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) Restricted Securities to a transferee or assignee of such securities who, after such assignment or transfer, (a) holds at least twenty percent 700,000 shares of Restricted Securities (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 Restricted Securities 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 Restricted Securities originally held by such the 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 holder immediately prior 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 or (c) who is an affiliate, partner or member of such holder including, without limitation, with respect to any holder that is a Series C Holder or Series B Holder, any member of such Series C Holder or Series B Holder’s Group, as applicable; provided, that, the Corporation 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 Agreement, including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if (A) immediately following such transfer the further disposition of such securities Restricted Securities by the transferee or assignee is restricted under the ActSecurities Act and (B) unless the transferee or assignee is a member of a Group, such transferee or assignee shall acknowledge in writing that the transferred or assigned Restricted Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Restricted 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 Restricted 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 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) 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, parent, partner, limited partner, retired partner or shareholder of a Holder; (ii) is a Holder's family member or trust for the benefit of an individual Holder; (iii) is a shareholder of any Holder that is a corporation; (iv) is a member of any Holder that is a limited liability company; (v) is an employee of any Holder; (vi) after such assignment or transfer, holds at least twenty percent 46,082 shares of Series C Preferred Stock (20%) (as appropriately adjusted subject to appropriate adjustment for all stock splits, stock dividends, combinations, reclassifications combinations and other like transactionsrecapitalizations); or (vii) after such assignment or transfer, holds at least 200,000 shares of the Registrable Securities originally held by such transferring Holder(subject to appropriate adjustment for stock splits, (y) a transferee or assignee who is a spousestock dividends, lineal descendant, adopted child, father, mother, brother or sister (each, a "Family Member") of Holder combinations and other recapitalizations); or (zvii) after such assignment or transfer, holds at least 200,000 shares of Registrable Securities (subject to a trustappropriate adjustment for stock splits, the beneficiaries of which are exclusively the Holder and/or Family Membersstock dividends, combinations and other 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 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 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 registration rights of any Holder under this Agreement with respect to cause the --------------------------------- Corporation to register any Registrable Securities pursuant to this Section 1 may be assigned to any Person who acquires such Registrable Securities; provided that (but only with all related obligationsA) by a Holder tosuch Person is an Affiliate of the Holder, (iB) in if the case of any Holder that is a partnership, such Person is a liquidating trust for the benefit of its partners or such Person is a partner thereof or a former partner with a continuing economic interest therein in accordance with partnership interests or the estate of any such partner thereof or former partner, (C) if the Holder is a limited liability company company, such Person is a member thereof or former member thereof with a containing economic interest therein in accordance with their interest in the limited liability company, (D) if the Holder is a corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, such Person is its majority owned subsidiary or (iiE) in if the case of any Holder is an individual, such Person is the Holder, (x) a transferee 's family member or assignee trust for the benefit of such securities who, after Holder or his or her family members or an entity whose equity owners consist solely of Holder and his or her family members. Upon any such permitted assignment (i) the Holder shall give Parent written notice at or prior to the time of 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; (bii) such transferee or assignee agrees shall agree in writing writing, in form and substance reasonably satisfactory to Parent, to be bound by and subject to the terms same extent and conditions of this Agreement, including without limitation in the same capacity as the Holder by the provisions of Section 1.12 belowthis Agreement and the Stockholders Agreement; and (ciii) such assignment shall be effective only if assignee acknowledges, immediately following such transfer assignment, 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 Parent shall, at the purposes sole cost and expense of determining such permitted transferee, promptly after such assignment take such reasonable actions as shall be reasonably acceptable to the number Holders and such permitted transferee to assure that any registration statements and related prospectuses are available for use by such permitted transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In addition, if either RFE or DFW Transfers to its partners, members, former partners or members with an economic interest therein or shareholders (or a liquidating trust or trusts for the benefit of the foregoing) in a pro rata or similar distribution in compliance with the limitations, if any, which may then be applicable under Section 3(a) (each a "Distribution Person"), such Distribution Person will be entitled to sell shares of Registrable Securities held pursuant to the Shelf Registration Statement if such Distribution Person has completed and returned to Parent a Notice and Questionnaire and otherwise complies with the obligations of an Electing Holder under this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, neither the right to submit a Piggyback Notice nor the right to submit an Underwriting Notice pursuant to Section 7 may be Transferred by RFE or DFW to their ultimate investor limited partners or former limited partners, it being understood that such specific rights of RFE or DFW may only be exercised by RFE, DFW, a transferee fund or assignee other entity which is an Affiliate of RFE or DFW, or a holder of Registrable Securities, liquidating trust for the holdings of "affiliates" (as defined in Rule 405 under the Act) of such holder, affiliated partnerships, constituent limited partners or retired former limited partners of such partnerships (as well as Family Members of such partners RFE 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 1DFW. Certain Definitions.

Assignment of Registration Rights. The rights to cause the Company to --------------------------------- 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) to a transferee or assignee of such securities 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 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 1.14 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 a partnership, corporation or limited liability company who are partners, shareholders or members or retired partners, former shareholders or members of such holderentity (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, shareholders or 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 entity; 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 (i) in the case any limited partner, general partner, or former partner of any a Holder that which 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 any spouse, ancestor, lineal descendant or sibling of any Holdera Holder who is an individual, (xiii) any trust for the benefit of a transferee or assignee of such securities whosecurities, after such assignment or transfer, holds (iv) any transferee who acquires at least twenty percent Fifty Thousand (20%50,000) 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 Holderrecapitalizations), (yv) any member or former member of a transferee or assignee who Holder which 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 Memberslimited liability company, 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 1.15 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 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 former partners of such partnerships partnership and members or former members of a Holder which is a limited liability company (as well as Family Members including spouses, 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 entitiesor limited liability company, as applicable; 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 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 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 is an affiliate, parent, subsidiary or limited partner of such Holder or who, 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 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 1.14 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 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 spouse, lineal descendant, adopted child, father, mother, brother or sister (each, a "Holder's Immediate Family Member", 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, 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, combinationsreclassification or the like), reclassifications and other like transactions(ii) a transferee or assignee of the all of such Registrable Securities originally held by such transferring Holder, if less than 250,000 shares, (yiii) a partner, member or affiliate of the transferring Holder (including, but not limited to, an affiliated fund or entity of such 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. 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 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 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) 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, that 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 Securities Act. For Any assignee or transferee asserting rights under this Agreement shall be deemed to have consented to the purposes terms and conditions hereof. Notwithstanding the foregoing, Holders' rights to cause the Company to register their Registrable Securities and to keep information available, granted to them by the Company under this Section 5, may be assigned (or assigned in part and retained in part) to one or more transferees or assignees who either (x) are Affiliates of determining Stockholder or (y) receive Registrable Securities which, upon full exercise and conversion, represent the number of right to obtain at least five hundred thousand (500,000) shares of Registrable Securities held (as adjusted for stock dividends, stock split, recapitalizations and the like that occur after the date of this Agreement), provided, that (i) the Company is given written notice by such Holder at the -------- time of or within a reasonable time after said transfer or assignment, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, and (ii) upon request by the Company, such permitted transferee or assignee executes a counterpart to Section 5 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 1Agreement.

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 that (i) is a subsidiary, parent, member, partner, limited partner, retired partner, grantor or shareholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder or a family member of such Holder, or (iii) who, after such assignment or transfer, holds at least twenty ten percent (2010%) of the total number of shares of Preferred Stock and Common Stock issuable upon the conversion of Preferred Stock then held by the transferor of such 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 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, 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.Article I.