Common use of Further Limitations on Disposition Clause in Contracts

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further The Investor hereby acknowledges that and agrees to be bound by the Shares are restricted securities under Rule 144 of transfer restrictions associated with the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest Securities set forth in the SharesRegistration Rights Agreement. In addition, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Investor hereby acknowledges and agrees as follows: (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. a) Without in any way limiting the representations and warranties set forth aboveelsewhere in this Section 4 or any covenants set forth in this Agreement, Purchaser further the Investor agrees not to make any disposition of all or any portion of the Shares Securities unless and until: until (i) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or registration statement or (ii) Purchaser shall the Investor will have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionand, and if reasonably requested by and at the sole expense of the Company, Purchaser shall the Investor will have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require be exempt from registration under the Act or any applicable state securities laws. Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) aboveforegoing subsection, no such registration statement or opinion of counsel shall will be necessary for a transfer by such Purchaser the Investor: (i) to a fund, partnership, limited liability company, or other entity that is affiliated with the transferring Investor; (ii) to a partner or member (or retired partnerpartner or member) of Purchaserthe transferring Investor, or transfers to the estate of any such partner or member (or retired partner or member); (iii) to the transferring Investor’s spouse, siblings, lineal descendants, or ancestors by gift, will will, or intestate succession to succession; or (iv) in compliance with Rule 144(k) (or any spouse successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of full compliance with Rule 144(k) (or lineal descendants any successor provision); provided, however, that, in the case of Section 4.10(b)(i), Section 4.10(b)(ii), or ancestorsSection 4.10 (b)(iii), if all transferees agree the transferee agrees in writing to be subject to the terms hereof of this Agreement and other Transaction Agreements to the same extent as if they such transferee were Purchasers hereunder as long as an original Investor under this Agreement; provided, further, however, that any proposed purchaser, assignee, transferee or pledgee be an “accredited investor” and that the consent Securities have been held for twelve months from the date of the Company is obtainedClosing and applicable to any such Securities. The Investor will cause any proposed purchaser, assignee, transferee, or pledgee of any Securities held by the Investor to take and hold such securities subject to the provisions and upon the conditions of this Agreement. The Investor consents to the Company’s making a notation on the Company’s records and giving instructions to any transfer agent for the Company’s capital stock to implement the transfer restrictions established in this Agreement.

Further Limitations on Disposition. Purchaser The Seller further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates Shares will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Seller further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser Such Seller shall have obtained the consent of the Company GCI and notified the Company GCI of the proposed disposition and shall have furnished the Company GCI with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by GCI, the Company, Purchaser Seller shall have furnished the Company GCI with an opinion of counsel, reasonably satisfactory to the CompanyGCI, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser Seller to a partner (or retired partner) of PurchaserSeller, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Seller hereunder as long as the consent of the Company GCI is obtained, which consent shall not be unreasonably withheld.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser each Lender further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) Purchaser The Lender shall have obtained the consent of the Company and notified the Company Borrower of the proposed disposition and shall have furnished the Company Borrower with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the CompanyBorrower, Purchaser such Lender shall have furnished the Company Borrower with an opinion of counsel, reasonably satisfactory to the CompanyBorrower, that such disposition will not require registration under the Act or any applicable state securities laws, provided that no such opinion shall be required for dispositions in compliance with Rule 144, except in unusual circumstances. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Conversion Stock, Common Stock and shares of Common Stock issued or issuable upon exercise of any Warrant in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Conversion Stock, Common Xxxxxxx shares of Common Stock issued or issuable upon exercise of any Warrant that is a transfer by such Purchaser partnership, limited liability company or corporation to (A) a partner (or retired partner) or member (or retired member) of Purchasersuch Lender in accordance with partnership or limited liability company interests or stock or other equity interests of such entity or (B) an Affiliate of such Lender that is a limited liability company or corporation, or (iii) for any transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedLenders hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares unless and untilSecurities unless: (ia) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or; (iib) Purchaser The Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with either (i) an unqualified written opinion of counsel, counsel who shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company, 's counsel to the effect that such disposition will not require the proposed transfer may be effected without registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) abovea "No Action" letter from the Securities and Exchange Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, no whereupon the holder of such registration statement or opinion of counsel Securities shall be necessary for entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company; or (c) The Investor shall have sold, assigned, transferred, pledged or otherwise disposed of the Securities in a transfer transaction involving the distribution without consideration of the Securities by such Purchaser the Investor to a partner (any of its partners or retired partner) of Purchaserpartners, or transfers to the estate of any of its partners or retired partners, or in a transaction involving the transfer or distribution of the Securities by gift, will or intestate succession a corporation to any spouse subsidiary, parent or lineal descendants affiliated corporation of such corporation; provided in each case that the Investor shall give written notice to the Company of such Investor's intention to effect such transfer, sale, assignment, pledge or ancestorsother disposition. The Investor will cause any such proposed purchaser, if all transferees assignee, transferee or pledgee of any Securities held by the Investor to agree in writing to be take and hold such Securities subject to the terms hereof to provisions and upon the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedconditions specified in this Agreement.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities (other than to an affiliate) unless and until: (ia) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iii) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is (x) a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse or (y) a limited liability company to a member of such limited liability company or a retired member of such limited liability company who retires after the date hereof, or to the estate of any such member ore retired member or the transfer by gift, will or intestate succession of any member to his or her spouse or to the siblings, lineal descendants or ancestors of such member or his or her spouse, if the prospective transferee agrees in all transferees agree such instances Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. in writing to be subject to the terms hereof to the same extent as if they her or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove and subject to any restrictions contained in the Note and the Warrant, as applicable, the Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) The Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. . (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, but subject to the terms of the Note and the Warrant, as applicable, no such registration statement or opinion of counsel shall be necessary for a transfer by such the Purchaser to a partner (or i) any shareholder, partner, retired partner, member or former member of the Purchaser for no additional consideration or (ii) of Purchaserany affiliate, or transfers by giftincluding affiliated funds, will or intestate succession to any spouse or lineal descendants or ancestorsfor no additional consideration, in each case if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent Purchaser hereunder. (d) Notwithstanding the provisions of paragraphs (a) and (b) above, the Company acknowledges and agrees that the Securities may be pledged by the Purchaser, and its successors and assigns, in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities, provided that any pledge of those Securities does not constitute an offer of those Securities for sale within 12 months after their issue such that it would require disclosure under section 707(3) of the Corporations Xxx 0000 (Cth). The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Person effecting a pledge of Securities shall be required to provide the Company is obtainedwith any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Loan Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request, at the Purchaser’s expense, in connection with a pledge of the Securities to such pledgee by the Purchaser and any successor or assignee.

Further Limitations on Disposition. Purchaser The Seller further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates Shares will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Seller further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser Such Seller shall have obtained the consent of the Company GCI and notified the Company GCI of the proposed disposition and shall have furnished the Company GCI with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by GCI, the Company, Purchaser Seller shall have furnished the Company GCI with an opinion of counsel, reasonably satisfactory to the CompanyGCI, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser Seller to a partner (or retired partner) of PurchaserSeller, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Seller hereunder as long as the consent of the Company GCI is obtained, which consent shall not be unreasonably withheld. In addition, Seller acknowledges that GCI was, prior to November 19, 2010, a “shell” corporation as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 144(i) promulgated under the Securities Act of 1933 (the “Securities Act”). As a result, Rule 144 is not available for the resale of the Shares until GCI “cures” its shell status by meeting the following requirements: (1) GCI is no longer a shell company as defined in Rule 144(i)(1); (2) GCI has filed all reports (other than Form 8-K reports) required under the Exchange Act for the preceding 12 months (or for a shorter period that the issuer was required to file such reports and materials); and (3) has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1), and at least one year has elapsed since the issuer filed that information with the Commission. See Rule 144(i)(2).

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser Holder further acknowledges that the Shares Shares, and the shares of the Company’s common stock issuable upon conversion of the Shares, are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Holder further agrees not to make any disposition of all or any portion of the Shares Shares, or the shares of the Company’s common stock underlying the conversion of the Shares, unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser Holder to a partner (or retired partner) of PurchaserHolder, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Holders hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser The Members further acknowledges acknowledge that the LCLX Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates LCLX Shares will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Members further agrees agree not to make any disposition of all or any portion of the LCLX Shares unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser Such Member shall have obtained the consent of the Company LCLX and notified the Company LCLX of the proposed disposition and shall have furnished the Company LCLX with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by LCLX, the Company, Purchaser Member shall have furnished the Company LCLX with an opinion of counsel, reasonably satisfactory to the CompanyLCLX, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser Member to a partner (or retired partner) of PurchaserMember, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Members hereunder as long as the consent of the Company LCLX is obtained, which consent shall not be unreasonably withheld.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained. Sophisticated Investor Status. The Purchaser is a sophisticated investor and is an officer and/or director of the Company.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations of the Purchasers set forth in Section 3.2 above, each Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4, and (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement (it being expressly understood that the Company is under no obligation to file such a registration statement); or (iii) Such Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such a Purchaser that is a partnership or limited liability company to a partner (of such partnership or a member of such limited liability company to an affiliated venture capital fund, or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company who retires after the date hereof, or to the estate of any such partner, retired partner, member or retired partner) of Purchaser, member or transfers the transfer by gift, will or intestate succession by any partner or member to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or member or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Purchaser hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove or the obligations of the Investor under the Investor Rights Agreement, Purchaser Right of First Refusal Agreement and Voting Agreement, the Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser the Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and, if reasonably requested by the Company, Purchaser the Investor shall have furnished furnish the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will shall not require registration of such Securities under the Act or any applicable state securities lawsSecurities Act. Notwithstanding the provisions of subparagraphs (iSubsections 4.8(a) and (iib) above, no such registration statement or opinion of counsel shall be necessary for required for: (i) any transfer of any Securities in compliance with SEC Rule 144 (it being agreed that the Company shall have the right to receive evidence satisfactory to it regarding compliance with such Rule or any successor or analogous rule prior to the registration of any such transfer); (ii) any transfer of any Securities by an Investor that is a transfer by such Purchaser partnership to another partnership that is affiliated with the Investor, to a partner (or retired partner in the Investor, to the estate of any such partner or retired partner) of Purchaser, or transfers to a trust for the benefit of such partner or retired partner or the spouse or lineal descendants of such partner or retired partner or the transfer by gift, will, or intestate succession of any such partner or retired partner to his or her spouse; or (iii) any transfer of Securities by an Investor to the estate of such Investor, or to a trust for the benefit of such Investor or the spouse or lineal descendants of such Investor or the transfer by gift, will or intestate succession of any such Investor to any spouse his or lineal descendants or ancestorsher spouse; provided that in each of the foregoing cases the transferee shall, if all transferees agree prior to giving effect to such transfer, providing the same representations and warranties as set forth in writing to be subject to the terms hereof this Section 4 to the same extent as if they the transferee were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor under this Agreement.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations and warranties set forth above, Purchaser further the Holder agrees not to make any disposition of all or any portion of the Shares Securities unless and until: , and it shall be a condition to the transfer of all or any portion of the Securities that: (i1) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or registration statement or (ii2) Purchaser (A) the Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (B) the transferee shall have agreed in writing to be bound by and subject to the terms, conditions, restrictions, obligations and other limitations set forth in the Warrant to the same extent as if such transferee were the original Holder thereunder, (C) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form attached to the Warrant as Exhibit B-2, that the Securities are being acquired solely for the transferee's own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the transferee shall have confirmed such other matters related thereto as may be reasonably requested by the Company, Purchaser and (D) if requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Securities under the Act or any applicable state securities lawsSecurities Act. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser The Securities that are transferred to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to transferee shall be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedterms, conditions, restrictions, obligations and other limitations set forth herein and therein.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities to be purchased by the Investor hereunder, the Series C Preferred Stock issuable upon exercise of the Warrant to be issued to the Investor hereunder, and the Common Stock issuable upon conversion of the Series C Preferred Stock issued or issuable to the Investor hereunder or under the Warrant to be issued to the Investor hereunder unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the applicable provisions of the Second Amended and Restated Investors' Rights Agreement and: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or any applicable state securities lawsunless required by a transfer agent. Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedoriginal Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company or Restoration Robotics, as the case may be, to be bound by this Section 4 and the Investors’ Rights Agreement, and: (ia) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser (i) Such Investor shall have obtained the consent of the Company and notified the Company or Restoration Robotics, as the case maybe, of the proposed disposition and shall have furnished the Company or Restoration Robotics, as the case may be, with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the CompanyCompany or Restoration Robotics, Purchaser as the case may be, such Investor shall have furnished to the Company or Restoration Robotics, as the case may be, with an opinion of counsel, counsel reasonably satisfactory to the CompanyCompany or Restoration Robotics, as the case may be, that such disposition will not require registration of such shares under the Act. It is agreed that the Company or Restoration Robotics, as the case may be, will not require an Investor to furnish opinions of counsel for transactions made pursuant to Rule 144 promulgated under the Securities Act or any applicable state securities laws. except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership or limited liability company to a partner (of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company who retires after the date hereof, or to the estate of any such partner, retired partner, member or retired partner) of Purchaser, member or transfers the transfer by gift, will or intestate succession by any such partner or member to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or member or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof and of the Investors’ Rights Agreement to the same extent as if they he or she were Purchasers an original Investor hereunder as long as the consent of the Company is obtainedand a party thereto.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares unless and untilSecurities unless: (ia) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or; (iib) Purchaser The Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with either (i) an unqualified written opinion of counsel, counsel who shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company, 's counsel to the effect that such disposition will not require the proposed transfer may be effected without registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) abovea "No Action" letter from the Securities and Exchange Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, no whereupon the holder of such registration statement or opinion of counsel Securities shall be necessary for entitled to offer such Securities in accordance with the terms of the notice delivered by the Holder to the Company; or (c) The Investor shall have sold, assigned, transferred, pledged or otherwise disposed of the Securities in a transfer transaction involving the distribution without consideration of the Securities by such Purchaser the Investor to a partner (any of its partners or retired partner) of Purchaserpartners, or transfers to the estate of any of its partners or retired partners, or in a transaction involving the offer or distribution of the Securities by gift, will or intestate succession a corporation to any spouse subsidiary, parent or lineal descendants affiliated corporation of such corporation; provided in each case that the Investor shall give written notice to the Company of such Investor's intention to effect such transfer, sale, assignment, pledge or ancestorsother disposition. The Investor will cause any such proposed purchaser, if all transferees assignee, transferee or pledgee of any Securities held by the Investor to agree in writing to be take and hold such Securities subject to the terms hereof to provisions and upon the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedconditions specified in this Agreement.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth abovemade by it herein or heretofore, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Securities or the Conversion Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section and the applicable provisions of the Amended and Restated Registration Rights Agreement and: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser The Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or any applicable state securities lawsunless required by a transfer agent. Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser the Investor to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder an original investor hereunder. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by SCP to any party approved by the INSCI Board of Directors. (c) The Company represents to Investor that there have been no material adverse changes in the representations as long set forth in the September 4, 2003 Agreement and Amendment as of December 31, 2003, and Amendment No. 2 to the consent Series C Convertible Preferred Stock Purchase Agreement and that the Independent Board of Directors of the Company is obtainedhave authorized and approved the within sale of Securities. (d) SCP understands and agrees that as a result of the within purchase transaction will not cause an adjustment in the Series C Preferred Stock Conversion Price under the Certificate of Designation with respect to such Series.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (i) The transferee has agreed in writing to be bound by the terms of this Agreement, (ii) Purchaser the Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (iii) if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. The Company will not require the transferee to be bound by the terms of this Agreement after the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act or any applicable state securities laws. (the “Initial Offering”). (c) Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by such Purchaser the Investor to a partner an entity affiliated by common control (or retired partnerother related entity) with the Investor (each such transferee, an “Affiliate” of Purchaser, or transfers by gift, the Investor); provided that in each case the transferee will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof of this Agreement to the same extent as if they the transferee were Purchasers hereunder as long as an original Investor hereunder. (d) Each certificate evidencing the consent of Securities to be issued to the Company is obtained.Investor shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under (i) the Investor Rights Agreement, (ii) the Company’s Bylaws and (iii) applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. a) Without in any way limiting the representations set forth abovein Section 3.1 hereof, each Purchaser hereby further agrees not to make any sale, transfer or other disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed sale, transfer or other disposition and such sale, transfer or other disposition is made in accordance with such Registration Statement; orregistration statement; (iiA) The Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such sale, transfer or other disposition will not require registration of such shares under the Securities Act, provided, however, that the Company will not require such an opinion of counsel for transactions made pursuant to Rule 144, as currently in existence, except in unusual circumstances; or (iii) The submission to the Company of such other evidence, as may be satisfactory to the Company, that such proposed sale, transfer or other disposition will not be in violation of the Securities Act or and any applicable state securities laws. laws or regulations. (b) Notwithstanding the provisions of subparagraphs subsection (ia) and (ii) immediately above, no such registration statement or opinion of counsel shall be necessary required for a transfer by to (i) any affiliate of such Purchaser to as defined under Rule 144 of the Securities Act; (ii) Purchaser’s partners, stockholders, members or other equity holders; (iii) any immediate family member of a partner Purchaser; (iv) Purchaser’s executors or retired partnerlegal representatives; or (v) trustees of an inter-vivos trust or testamentary trust for the benefit of members of a Purchaser’s immediate family, or transfers by giftprovided that, will or intestate succession to any spouse or lineal descendants or ancestorsin the case of the foregoing clauses (i) through (v), if all transferees agree the transferee makes in writing the representations and warranties in favor of the Company contained in, and agrees in writing to be subject the terms of, Section 3 hereof as if such transferee were the original Purchaser hereunder, all in form and substance reasonably satisfactory to the terms hereof Company. (c) Each Purchaser understands and agrees that any sale, transfer or other disposition of all or any portion of the Securities in violation of the provisions of this Section 3.2 shall be null and void and prohibited, and that the Company shall not be required to recognize the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedon its books and records any such purported sale, transfer or other disposition.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way way, limiting the representations set forth above, Purchaser each Investor further agrees not to make any disposition of all or any portion of the Shares Series A Preferred Stock (or the Common Stock issuable upon the conversion thereof) unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3.7, to the extent such section is then applicable, the Investors' Rights Agreement, the Shareholders' Agreement and any applicable Ancillary Agreement and: (ia) There there is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; , or (iib) Purchaser (i) such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Securities Act or any applicable state securities laws. Notwithstanding except in unusual circumstances. (c) notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer without value by such Purchaser an Investor which is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his spouse, or to an affiliate (as such term is defined in Rule 405 under the Securities Act) of such Investor, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if when the Company, in its sole discretion, chooses to issue any certificates Company issues a certificate reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained There is an available exemption from the consent registration requirements of the Company Securities Act and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Purchaser hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make offer, sell, exchange, transfer, pledge or otherwise dispose of any disposition of all or any portion of the Shares Securities unless and untilat that time either: (ia) There such transaction is then in effect a Registration Statement permitted pursuant to the provisions of Rule 144 under the Securities Act or another exemption from registration under the Securities Act and all applicable state securities laws; (b) a registration statement under the Securities Act (a "REGISTRATION STATEMENT") covering such securities proposed disposition to be sold, transferred or otherwise disposed of, describing the manner and such disposition terms of the proposed sale, transfer or other disposition, and containing a current prospectus, is filed with the SEC and all applicable state securities law agencies and made in accordance with such Registration Statementeffective under the Securities Act and all applicable state securities laws; or (iic) Purchaser an authorized representative of the SEC and all applicable state securities law agencies shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company rendered written advice to Purchaser (with a detailed statement copy thereof and of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory all other related communications delivered to the Company) to the effect that the SEC and/or such state securities law agencies will take no action, or that the staff of the SEC and/or such state securities law agencies will recommend that the SEC and/or such state securities law agencies, as applicable, take no action, with respect to the proposed offer, sale, exchange, transfer, pledge or other disposition if consummated. All certificates representing the Securities deliverable to Purchaser and any certificates subsequently issued with respect thereto or in substitution therefor shall bear a legend that such disposition will not require securities may only be sold or disposed of in accordance with (i) the provisions of the Securities Act, the rules and regulations thereunder and any applicable state securities laws, (ii) pursuant to an effective registration under statement or (iii) pursuant to an exemption from the registration/qualification requirements of the Securities Act or and any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) aboveThe Company, no such registration statement or opinion of counsel shall be necessary for a at its reasonable discretion, may cause stop transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing orders to be subject placed with its transfer agent with respect to the terms hereof certificates for such securities but not as to the same extent certificates for any part of such securities as if they were Purchasers hereunder as long as the consent of the Company to which said legend is obtainedno longer required.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations and warranties set forth above, Purchaser further the Holder agrees not to make any disposition of all or any portion of the Shares Securities unless and until: , and it shall be a condition to the transfer of all or any portion of the Securities that: (i1) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or registration statement or (ii2) Purchaser (A) the Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (B) the transferee shall have agreed in writing to be bound by and subject to the terms, conditions, restrictions, obligations and other limitations set forth in the Warrant to the same extent as if such transferee were the original Holder thereunder, (C) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form attached to the Warrant as Exhibit C, that the Securities are being acquired solely for the transferee’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the transferee shall have confirmed such other matters related thereto as may be reasonably requested by the Company, Purchaser and (D) if requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Securities under the Act or any applicable state securities lawsSecurities Act. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser The Securities that are transferred to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to transferee shall be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent terms, conditions, restrictions, obligations and other limitations set forth herein and therein. (The remainder of the Company this page is obtainedintentionally left blank.)

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Shareholder further agrees not to make any disposition of all or any portion of the Merger Shares issued to Shareholder in the Merger unless and until: (ia) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser Shareholder shall have obtained the consent of the Company and notified the Company Shockwave of the proposed disposition and shall have furnished the Company Shockwave with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by and, at the Companyexpense of Shareholder or Shareholder's transferee, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the CompanyShockwave, that such disposition will not require registration of such securities under the Act or any applicable state securities lawsSecurities Act. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary required for a the transfer by of such Purchaser to a partner (or retired partner) of Purchaser, or transfers shares by gift, will or intestate succession by Atom Shareholder to any his or her spouse or lineal descendants or ancestorsancestors or any charitable organization or any trust for any of the foregoing, personal representative (such as an executor of Shareholder's will), custodian or conservator of Shareholder in the case of the death, bankruptcy or adjudication of incompetency of Shareholder, partners of Shareholder if all transferees agree Shareholder is a partnership or members of Shareholder if Shareholder is a limited liability company (each, a "PERMITTED TRANSFEREE"); provided that the Permitted Transferee agrees in writing to be subject to the terms hereof of this Section 9 to the same extent as if they the transferee were Purchasers hereunder as long as the consent of the Company is obtainedan original Atom Shareholder hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, the Investors' Rights Agreement and the Ancillary Agreements to the extent this Section 3 and such agreements are then applicable, or: (ia) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iii) Purchaser The Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act; provided, however, that (A) in the case of an Investor which is a partnership or limited liability company, no such opinion of counsel shall be necessary for a transfer by such Investor to a partner or member of such Investor, or a retired partner or member of such Investor who retires after the date hereof, or the estate of any such partner, member, retired partner or retired member, if in each case the transfer is made in compliance with all legal requirements and the transferee agrees in writing to be subject to the terms of this Section 3.7 to the same extent as if such transferee were originally a signatory to this Agreement, (B) no such opinion shall be required in connection with a transfer in compliance with Rule 144 (as amended from time to time) promulgated under the Act (or any applicable state securities laws. successor rule thereto), provided that the Company shall be provided with customary written representations relating to such transaction, and (C) no such opinion shall be required in connection with a transfer to an affiliate of an Investor. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that The Company has no intent to register the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar or Restricted Shares pursuant to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSecurites Act. Without in any way limiting the representations set forth above, Purchaser such Grantee acknowledges and agrees that the Restricted Shares and the Shares upon vesting are “restricted securities” as defined in Rule 144 promulgated under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Grantee has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares acquired in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. Grantee further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement (the Company has no present intention of filing such a registration statement); or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser The Grantee shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws. Notwithstanding The Grantee understands that if the provisions Company ceases to file reports pursuant to Section 15(d) of subparagraphs (i) and (ii) abovethe Exchange Act, no such or if a registration statement or opinion of counsel shall covering the securities under the Securities Act is not in effect when the Grantee desires to sell the Shares, the Grantee may be necessary required to hold such securities for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedan indefinite period.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investors' Rights Agreement provided and to the extent this Section and such agreements are then applicable, and: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iii) Purchaser The Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, including, but not limited to, the name of the transferee, and (ii) if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs Section 3.2 or Paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser the Investor (i) that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, or (ii) to any entity that is not a natural person and is controlled by, controls or is under common control with the Investor, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as an original Investor hereunder. (d) In addition, Investor agrees that, without the consent Company's written consent, in no event shall any transfer of Securities by the Investor made prior to the initial public offering of the Company's Common Stock pursuant to an effective registration statement under the Act be effective if the transferee is a direct competitor with the primary business of the Company is obtained(as determined in the sole discretion of the Company's Board of Directors). The Company agrees that it shall not unreasonably withhold consent for any transfer by Investor to a member or affiliate of Investor or an affiliate of GlaxoSmithKline PLC.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementeffective registration statement; or (iib) Purchaser such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and if reasonably requested by at the Companyexpense of such Investor or its transferee, Purchaser shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company, Company that such disposition will not require registration of such Securities under the Act or any applicable state securities lawsSecurities Act. Notwithstanding the provisions of subparagraphs clauses (ia) and (iib) aboveof this Section 5.8, no such registration statement or opinion of counsel shall be necessary required for a transfer by such Purchaser to a partner any transfer: (or retired partneri) of Purchaserany Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance (ii) of any Securities for no consideration by an Investor that is a partnership, a limited liability company or transfers a corporation to (A) a general or limited partner of such partnership, members of such limited liability company or stockholders of such corporation, (B) an Affiliate of such partnership, limited liability company or corporation, (C) a retired partner of such partnership who retires after the date hereof, (D) the estate of any deceased partner of such partnership or deceased stockholders of such corporation or deceased members of such limited liability company; or (iii) by gift, will or intestate succession by any Investor to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 5 to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedtransferee had been an original Investor hereunder.

Further Limitations on Disposition. Purchaser The Seller further acknowledges that the Shares are restricted securities under Rule 144 of the ActAct (as defined below), and, therefore, if when issued by the Company, in its sole discretion, chooses Purchaser to issue any certificates reflecting the ownership interest in the Shares, those certificates Seller will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Seller further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser The Seller shall have obtained the consent of the Company and notified the Company Purchaser of the proposed disposition and shall have furnished the Company Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the CompanyPurchaser, Purchaser the Seller shall have furnished the Company Purchaser with an opinion of counsel, reasonably satisfactory to the CompanyPurchaser, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser the Seller to a partner (or retired partner) of Purchaserthe Seller, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof (including the Registration Rights Agreement) to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedSeller hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Holder further agrees not to make any disposition of all or any portion of the Shares this Debenture (or of Common Stock issuable upon conversion thereof) except in compliance with applicable state securities laws and unless and until: (ia) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; orregistration statement; (iib) Purchaser such disposition is made in accordance with Rule 144 under the Securities Act; (c) the Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and, if reasonably requested by the Company, Purchaser the Holder shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any and will be in compliance with applicable state securities laws. Notwithstanding ; or (d) if the provisions Holder is Stratos making a disposition of subparagraphs all or any portion of this Debenture to its unitholders, Stratos shall notify the Company of such proposed date of the disposition and shall have furnished the Company (i) a copy of the form of acknowledgement that such securities are “restricted securities” under the federal securities laws to be executed by Stratos and its unitholders and (ii) abovea representation letter, executed by Stratos and in form and substance reasonably satisfactory to the Company, to the effect that the disposition is being effected by means of a distribution to Stratos’ unitholders consistent with the distribution provisions set forth in Article X of that certain Amended and Restated Limited Liability Company Agreement of Stratos dated effective October 3, 2012 (as amended), for no such registration statement or consideration, in which case no opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedrequired.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares unless and untilSecurities unless: (ia) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or; (iib) Purchaser The Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with either (i) an unqualified written opinion of counsel, counsel who shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company, 's counsel to the effect that such disposition will not require the proposed transfer may be effected without registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) abovea "No Action" letter from the Securities and Exchange Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, no whereupon the holder of such registration statement or opinion of counsel Securities shall be necessary for entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company; or (c) The Investor shall have sold, assigned, transferred, pledged or otherwise disposed of the Securities in a transfer transaction involving the distribution without consideration of the Securities by such Purchaser the Investor to a partner (any of its partners or retired partner) of Purchaserpartners, or transfers to the estate of any of its partners or retired partners, or in a transaction involving the transfer or distribution of the Securities by gift, will or intestate succession a corporation to any spouse subsidiary, parent or lineal descendants affiliated corporation of such corporation; provided in each case that the Investor shall give written notice to the Company of such Investor's intention to effect such transfer, sale, assignment, pledge or ancestorsother disposition. The Investor will cause any such proposed purchaser assignee, if all transferees transferee or pledgee of any Securities held by the Investor to agree in writing to be take and hold such Securities subject to the terms hereof to provisions and upon the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedconditions specified in this Agreement.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any when SearchCore issues certificates reflecting the ownership interest in the SharesShares or the shares to be acquired upon the conversion of the Note, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company SearchCore of the proposed disposition and shall have furnished the Company SearchCore with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the CompanySearchCore, Purchaser shall have furnished the Company SearchCore with an opinion of counsel, reasonably satisfactory to the CompanySearchCore, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company Sellers is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and any other agreement which the holders of Common Stock are required to execute and deliver, and: (ia) There there is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser (i) such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership or limited liability company to a partner (of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company who retires after the date hereof, or to the estate of any such partner, retired partner, member or retired partner) of Purchaser, member or transfers the transfer by gift, will or intestate succession by any partner or member to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or member or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and: (ia) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iii) Purchaser Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act nor result in the loss of any exemption under the Act or any applicable state securities blue sky laws. Notwithstanding . (c) In no event shall Investor make any disposition or Transfer of any Issue Shares or Warrant Shares, or any right, title, or interest of Investor therein, until the provisions date which is three (3) years after the date of subparagraphs this Agreement, except that Investor shall be permitted to Transfer Issue Shares or Warrant Shares acquired by Investor pursuant to this Agreement on the following conditions: (i) Investor gives five (5) business days’ prior written notice to the Company of Investor’s intent to Transfer the Issue Shares or Warrant Shares, including notice of the number of shares to be Transferred, the price or other consideration therefor, the proposed transferee, and the proposed date of the Transfer; (ii) aboveXxxxxxxxx Xxxxx, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent an officer and shareholder of the Company is obtained(“Samra”), shall have already Transferred shares of the Common Stock before Investor Transfers any of Investor’s Shares; (iii) Investor will not Transfer a greater percentage of the Shares owned by Investor than the percentage which Samra Transferred of the shares of Common Stock owned by Samra (e.g., if Samra Transfers 10% of the Common Stock owned by Samra, then Investor may Transfer up to 10%, but no more, of the Shares owned by Investor); and (iv) no Transfer by Investor of the Shares will result in the loss of any exemption from registration or qualification of the Common Stock or of any other security of the Company under the Act or any applicable blue sky laws.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove and subject to any restrictions contained in the Notes, each Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) Such Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. . (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, but subject to the terms of the Notes, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser to (i) any shareholder, partner, retired partner, member or former member of such Purchaser to a partner for no additional consideration or (or retired partnerii) of Purchaserany affiliate, or transfers by giftincluding affiliated funds, will or intestate succession to any spouse or lineal descendants or ancestorsfor no additional consideration, in each case if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as such Purchaser hereunder. (d) Notwithstanding the consent provisions of paragraphs (a) and (b) above, the Company acknowledges and agrees that the Securities may be pledged by each Purchaser, and his or its successors and assigns, in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities, provided that any pledge of those Securities does not constitute an offer of those Securities for sale within 12 months after their issue such that it would require disclosure under section 707(3) of the Corporations Xxx 0000 (Cth). The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Person effecting a pledge of Securities shall be required to provide the Company is obtainedwith any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request, at each Purchaser’s expense, in connection with a pledge of the Securities to such pledgee by such Purchaser and any successor or assignee.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser other than pursuant to a redemption or reinvestment of any of the Bridge Securities in other securities of PMC, such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of PMC to be bound by this Section 3, and any other Bridge Financing Agreements to which the Investor is a party provided and to the extent this Section and such agreements are then applicable, and: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iii) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company PMC of the proposed disposition and shall have furnished the Company PMC with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the CompanyPMC, Purchaser such Investor shall have furnished the Company PMC with an opinion of counsel, reasonably satisfactory to the Company, PMC that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that PMC will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs Paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, or a potential transfer by an Investor that has otherwise been agreed to by PMC in writing as of the date hereof, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Purchaser hereunder as long as the consent of the Company is obtained. g) Accredited Investor Status. Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act.

Further Limitations on Disposition. Purchaser further acknowledges that the Note and the Note Shares are restricted securities under Rule 144 of the Securities Act, and, therefore, if when the Company, in its sole discretion, chooses to issue any certificates Company issues a certificate reflecting the ownership interest in the Note Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Note or the Note Shares unless and until: (i) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counselcounsel (at Purchaser’s expense), reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Purchaser hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser each Investor further agrees not to make any disposition of all or any portion of the Shares Series E Preferred Stock (or the Common Stock issuable upon the conversion thereof) unless and until: (ia) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iii) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities lawsSecurities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, as currently in existence, except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor which is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his spouse or lineal descendants or ancestors, if all transferees agree the transferee agrees in writing to be subject to the terms hereof of this Agreement to the same extent as if they he were Purchasers hereunder as long as an original Investor hereunder; provided, however, that the consent provisions of Section 3.6(b) above shall apply if the Company is obtainedor its counsel are unable to determine if such transfer may be made in compliance with federal and applicable state securities laws.

Further Limitations on Disposition. Purchaser In addition to such further acknowledges restrictions that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses each Shareholder may be subject to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar pursuant to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Shareholder Representation Agreement to be executed by such Shareholders pursuant to the Reorganization Agreement, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further each Shareholder agrees not to make offer, sell, exchange, transfer, pledge or otherwise dispose of any disposition of all or any portion of the Acquiror Shares unless and untilat that time either: (i) There such transaction is then in effect a Registration Statement permitted pursuant to the provisions of Rule 144 under the Securities Act; (ii) counsel representing the undersigned Shareholders, reasonably satisfactory to Acquiror, shall have advised Acquiror in a written opinion letter reasonably satisfactory to Acquiror and Acquiror's counsel, and upon which Acquiror and its counsel may rely, that no registration under the Securities Act covering such and relevant state securities laws is required in connection with the proposed disposition and such disposition is made in accordance with such sale, transfer or other disposition; (iii) a registration statement under the Securities Act (a "Registration Statement") covering the Acquiror Shares proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, is filed with the SEC and made effective under the Securities Act; or (iiiv) Purchaser an authorized representative of the SEC shall have obtained rendered written advice to such undersigned Shareholder (sought by the consent undersigned Shareholder or counsel to the undersigned Shareholder, with a copy thereof and of all other related communications delivered to Acquiror) to the effect that the SEC will take no action, or that the staff of the Company and notified SEC will not recommend that the Company of SEC take action, with respect to the proposed offer, sale, exchange, transfer, pledge or other disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedconsummated.

Further Limitations on Disposition. Purchaser GACR further acknowledges that the NCI Shares are restricted securities under Rule 144 of the Act, Act and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates NCI will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser GACR further agrees not to make any disposition of all or any portion of the NCI Shares unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser GACR shall have obtained the consent of the Company applicable NCI Entity and notified the Company applicable NCI Entity of the proposed disposition and shall have furnished the Company applicable NCI Entity with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Companyapplicable NCI Entity, Purchaser GACR shall have furnished the Company NCI with an opinion of counsel, reasonably satisfactory to the Companyapplicable NCI Entity, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that In addition to the Shares are restricted securities under Rule 144 restrictions on assignment of the ActWarrant set forth in Section 10(c), and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without without in any way limiting the representations of the initial Holder set forth aboveherein, Purchaser such Holder further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementeffective registration statement; or (iib) Purchaser such Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and if reasonably requested by at the Companyexpense of such Holder or its transferee, Purchaser shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company, Company that such disposition will not require registration of such Securities under the Act or any applicable state securities lawsSecurities Act. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) aboveof this Section 7, no such registration statement or opinion of counsel shall be necessary required for any transfer: (i) of any Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance; (ii) of any Securities by a transfer by such Purchaser Holder that is a partnership, LLC or a corporation to (A) a partner of such partnership, member of an LLC or stockholder or accredited employee of such corporation, (B) an affiliate of such partnership or corporation, (C) a retired partnerpartner of such partnership who retires after the date hereof, (D) the estate of Purchaser, any deceased partner of such partnership or transfers deceased stockholder of such corporation; or (iii) by gift, will or intestate succession by any Holder to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms of this Section 7 and reaffirms the representations and warranties in Section 4 hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedtransferee had been an original Holder hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser each Investor further agrees not to make any disposition of all or any portion of the Shares Preferred Stock or Conversion Stock unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by Sections 1.11 and 2 of this Agreement and (to the extent required by applicable securities law, in the opinion of counsel to the Company) has agreed to be bound by these Sections 4.1 and 4.2, and: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iii) Purchaser The Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) until such time as the proposed disposition may be made under Rule 144(k) under the 1934 Act, if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. Notwithstanding the provisions foregoing, any shares of subparagraphs (i) and (ii) aboveSeries E Preferred Stock of the Company, no any Common Stock issuable upon exercise thereof, as well as any other shares of capital stock of the Company which are issued with respect to such registration statement or opinion shares as a result of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaserstock dividend, stock split, or transfers other capital reorganization of the Company, purchased by giftXxxxxxxxx & Xxxxx California, will or intestate succession to any spouse or lineal descendants or ancestorsXxxxxxxxx & Xxxxx Employee Venture Fund, if all transferees agree in writing to be subject X.X. XX, Access Technology Partners, L.P., Access Technology Partners Brokers Fund, L.P. and H&Q CrossWorlds Software Investors, L.P. (collectively the "H&Q Investors") pursuant to the terms hereof of the Series E Preferred Stock Purchase Agreement and the other agreements referenced therein, each dated as of January 7, 1999, as amended as of the date hereof, shall be freely transferable between the H&Q Investors without restriction, including but not limited to any restriction imposed by the Company or any requirement of prior notice to the same extent as if they were Purchasers hereunder as long as Company or any other restriction other wise imposed by or for the consent benefit of the Company is obtainedin connection with any such transfer.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. a) Without in any way limiting the representations set forth abovein Section 3.1 hereof, each Purchaser hereby further agrees not to make any sale, transfer or other disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed sale, transfer or other disposition and such sale, transfer or other disposition is made in accordance with such Registration Statement; orregistration statement; (iiA) The Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such sale, transfer or other disposition will not require registration of such shares under the Securities Act, provided, however, that the Company will not require such an opinion of counsel for transactions made pursuant to Rule 144, as currently in existence, except in unusual circumstances; or (iii) The submission to the Company of such other evidence, as may be satisfactory to the Company, that such proposed sale, transfer or other disposition will not be in violation of the Securities Act or and any applicable state securities laws. laws or regulations. (b) Notwithstanding the provisions of subparagraphs subsection (ia) and (ii) immediately above, no such registration statement or opinion of counsel shall be necessary required for a transfer by to (i) any affiliate of such Purchaser to as defined under Rule 144 of the Securities Act; (ii) Purchaser’s partners, stockholders, members or other equity holders; (iii) any immediate family member of a partner Purchaser; (iv) Purchaser’s executors or retired partnerlegal representatives; or (v) trustees of an inter-vivos trust or testamentary trust for the benefit of members of a Purchaser’s immediate family, or transfers by giftprovided that, will or intestate succession to any spouse or lineal descendants or ancestorsin the case of the foregoing clauses (i) through (v), if all transferees agree the transferee makes in writing the representations and warranties in favor of the Company contained in, and agrees in writing to be subject the terms of, Section 3 hereof as if such transferee were the original Purchaser hereunder, all in form and substance reasonably satisfactory to the terms hereof Company. (c) Each Purchaser understands and agrees that any sale, transfer or other disposition of all or any portion of the Shares in violation of the provisions of this Section 3.2 shall be null and void and prohibited, and that the Company shall not be required to recognize the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.on its books and records any such purported sale, transfer or other disposition,

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove and notwithstanding the provisions of Section 3.8, Purchaser further agrees that: (a) Purchaser shall not directly or indirectly sell, offer to make sell, contract to sell, grant any disposition option to purchase or otherwise transfer or dispose of all or any portion of the Shares unless and until: Common Stock purchased hereunder, in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (i) There is then in effect a Registration Statement the "Exchange Act"), or the rules of the Commission promulgated thereunder, including Rule 144 under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if Securities Act. If reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the CompanyCompany and its counsel, that such any permitted transfer or disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, as currently in existence, except in unusual circumstances. (b) During the period commencing as of the Closing until (CONFIDENTIAL TREATMENT REQUESTED) months following the conclusion of the last research and development program conducted pursuant to the Research and Assignment and License Agreements entered into between Purchaser and the Company simultaneously herewith or which may later be entered into pursuant to the Selection Agreement entered into between Purchaser and the Company simultaneously herewith the number of shares of Common Stock of the Company purchased hereunder which Purchaser may, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase or otherwise transfer or dispose of during the preceding (CONFIDENTIAL TREATMENT REQUESTED) shall not exceed (CONFIDENTIAL TREATMENT REQUESTED) of the Company's outstanding Common Stock or Common Stock into which outstanding Preferred Stock of the Company is then convertible. (c) During the period commencing as of the effective date of the Company's 34 Act Registration until (CONFIDENTIAL TREATMENT REQUESTED) days thereafter Purchaser shall not, directly or indirectly sell, offer to sell, contract to sell, grant any applicable state securities laws. Notwithstanding the provisions option to purchase or otherwise transfer or dispose of subparagraphs (i) any of the Common Stock purchased hereunder pursuant to this Agreement at any time during the first (CONFIDENTIAL TREATMENT REQUESTED) day(s) of such period and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner not more than (or retired partnerCONFIDENTIAL TREATMENT REQUESTED) of the Common Stock purchased hereunder at any time during the succeeding (CONFIDENTIAL TREATMENT REQUESTED) day(s) of such period. (d) Prior to Purchaser entering into any agreement or commitment to sell, grant options to purchase or otherwise transfer or dispose of any shares of Common Stock purchased hereunder, Purchaser agrees to provide the Board of Directors or President of the Company at least fourteen (14) days prior written notice of Purchaser's intent to transfer or dispose of such shares and to discuss with the Company in good faith a plan for transferring or disposing of the shares in any orderly fashion. (e) Without limiting the foregoing, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject prior to the terms hereof to effective date of the same extent as if they were Purchasers hereunder as long as Company's 34 Act Registration, Purchaser shall not, without the prior written consent of the Company Company, directly or indirectly sell, offer to sell, grant an option to purchase or otherwise transfer or dispose of any of the Common Stock to any person engaged in any business directly competitive with the Company. For purposes of this subsection 3.9(d) "directly competitive" shall mean the field of(CONFIDENTIAL TREATMENT REQUESTED), or such other (CONFIDENTIAL TREATMENT REQUESTED) field in which at least (CONFIDENTIAL TREATMENT REQUESTED) of the Company's work force (on a full time equivalent basis) is obtainedengaged at the time of the proposed transfer.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses when issued by Company to issue any certificates reflecting the ownership interest in the Shares, those certificates Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. . (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a stockholder or partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder hereunder. (d) Accredited Investor Status. Purchaser is an "accredited investor" as long as such term is defined in Rule 501 under the consent of the Company is obtainedAct.

Further Limitations on Disposition. Purchaser Shareholder further acknowledges that the Series B Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Series B Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Shareholder further agrees not to make any disposition of all or any portion of the Series B Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser Shareholder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser Shareholder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser Shareholder to a partner (or retired partner) of PurchaserShareholder, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Shareholders hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Preferred Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Preferred Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Preferred Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that Neither the Shares are restricted Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable thereof have been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities under Rule 144 of laws. Therefore, in order, among other things, to insure compliance with the Act, andnotwithstanding anything else in this Agreement, thereforethe Amended and Restated Certificate of Designation or the Warrants to contrary, if the CompanyPurchaser, in its sole discretionincluding any successive transferee, chooses to issue any certificates reflecting the ownership interest in the Sharesagrees as follows: The Purchaser shall not sell, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933assign, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLDtransfer, OFFERED FOR SALEpledge, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth abovehypothecate, Purchaser further agrees not to make any disposition mortgage, encumber or dispose of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under Preferred Stock or the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained Common Stock issuable upon conversion thereof or the consent of Warrants or the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities lawsCommon Stock issuable therefrom. Notwithstanding the provisions foregoing, the Purchaser may transfer all or any portion of subparagraphs the Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable thereof (ia) and as part of a registered public offering of the Company’s securities or pursuant to Rule 144 under the Act, (iib) aboveby pledge that creates a mere security interest in all or any portion of the Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable therefrom, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree provided that the pledgee thereof agrees in writing in advance to be subject to bound by and comply with all applicable provisions this Agreement, the terms hereof Amended and Restated Certificate of Designation or the Warrants to the same extent as if they it were Purchasers hereunder as long as the consent Holder making such pledge, (c) to any member of the Purchaser, or to any siblings, ancestors, descendants or spouse of any member of the Purchaser, or any custodian or trustee for the account of such member or the account of such siblings, ancestors, descendants or spouse of such member (or any combination of the foregoing), or (d) to an affiliate or partner of the Purchaser, provided, in each such case (other than a transfer under clause (a) above) a transferee shall receive and hold all or any portion of the Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable therefrom subject to the provisions of this Agreement, the Amended and Restated Certificate of Designation or the Warrants and there shall be no further transfer except in accordance herewith or therewith. No party will avoid the provisions of this Agreement, the Amended and Restated Certificate of Designation or the Warrants by making one or more transfers to an affiliate of such party and then disposing of all or any portion of such party’s interest in such affiliate; provided, however, that in any event, the Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable therefrom may not (other than in connection with the matters described in Section 3.5(a) through Section 3.5(d) (inclusive)) be sold or transferred in the absence of registration under the Act unless the Company receives an opinion of counsel reasonably acceptable to it stating that such sale or transfer is obtainedexempt from the registration and prospectus delivery requirements of the Act. For the avoidance of doubt, the Company acknowledges that a disposition made in reliance upon Rule 144 will not require an opinion of counsel.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained. Purchaser acknowledges that the Company is a “shell” as defined under Rule 144, and therefore the Shares cannot be resold under Rule 144 until the requirements of Rule 144(i)(2).

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (i) The transferee has agreed in writing to be bound by the terms of this Agreement, (ii) Purchaser the Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (iii) if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. The Company will not require the transferee to be bound by the terms of this Agreement after the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act or any applicable state securities laws. (the “Initial Offering”). (c) Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by such Purchaser the Investor to a partner an entity affiliated by common control (or retired partnerother related entity) with the Investor (each such transferee, an “Affiliate” of Purchaser, or transfers by gift, the Investor); provided that in each case the transferee will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof of this Agreement to the same extent as if they the transferee were Purchasers hereunder as long as an original Investor hereunder. (d) Each certificate evidencing the consent of Securities to be issued to the Company is obtainedInvestor shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under the Company’s Bylaws and applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations and warranties set forth above, Purchaser further the Holder agrees not to make any disposition of all or any portion of the Shares Securities unless and until: , and it shall be a condition to the transfer of all or any portion of the Securities that: (i1) There there is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or registration statement or (ii2) Purchaser (A) the Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (B) the transferee shall have agreed in writing to be bound by the terms and conditions of the Warrant to the same extent as if such transferee were the original Holder thereunder, (C) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form attached to the Warrant as EXHIBIT A-1, that the Securities are being acquired solely for the transferee's own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the transferee shall have confirmed such other matters related thereto as may be reasonably requested by the Company, Purchaser and (D) if requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Securities under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) aboveSecurities Act; provided, however, that no such registration statement or opinion of counsel shall be necessary for required, with respect to a transfer by a Holder which is: (i) a partnership, to an affiliate of such Purchaser partnership; or a corporation, to a wholly owned subsidiary of such corporation or in a distribution to its stockholders; (ii) a partnership or affiliated partnership, to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner; or (iii) a limited liability company, to a member of Purchaser, such limited liability company or transfers by gift, will a retired member who resigns after the date hereof or intestate succession to the estate of any spouse such member or lineal descendants or ancestors, if all transferees agree retired member; provided further that the transferee in each case agrees in writing to be bound by and subject to the terms hereof terms, conditions, restrictions, obligations and other limitations set forth in the Warrant to the same extent as if they it were Purchasers hereunder as long as an original party thereunder (each a "PERMITTED TRANSFER"). The Securities that are transferred to a transferee shall be subject to the consent of the Company is obtainedterms, conditions, restrictions, obligations and other limitations set forth herein and therein.

Further Limitations on Disposition. Purchaser The Seller further acknowledges that the Shares Securities are restricted securities under Rule 144 of the ActAct (as defined below), and, therefore, if when issued by the Company, in its sole discretion, chooses Purchaser to issue any certificates reflecting the ownership interest in the Shares, those certificates Seller will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Seller further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser The Seller shall have obtained the consent of the Company and notified the Company Purchaser of the proposed disposition and shall have furnished the Company Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the CompanyPurchaser, Purchaser the Seller shall have furnished the Company Purchaser with an opinion of counsel, reasonably satisfactory to the CompanyPurchaser, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser the Seller to a partner (or retired partner) of Purchaserthe Seller, or transfers by gift, will will, or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedSeller hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Sellers further agrees agree not to make any disposition of all or any portion of the Shares UpSnap Securities unless and until: until the transferee has agreed in writing for the benefit of the UpSnap to be bound by this Section 2, and: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; oror (b) (iii) Purchaser The Sellers shall have obtained the consent of the Company and notified the Company UpSnap of the proposed disposition and shall have furnished the Company UpSnap with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by UpSnap, the Company, Purchaser Sellers shall have furnished the Company UpSnap with an opinion of counsel, reasonably satisfactory to the Company, UpSnap that such disposition will not require registration of such UpSnap Securities under the Act or any applicable state securities lawsSecurities Act. It is agreed that UpSnap will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser the Sellers, if it is a partnership, to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Seller hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove and subject to any restrictions contained in the Note and the Warrant, as applicable, the Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) The Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. . (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, but subject to the terms of the Note and the Warrant, as applicable, no such registration statement or opinion of counsel shall be necessary for a transfer by such the Purchaser to a partner (or i) any shareholder, partner, retired partner, member or former member of the Purchaser for no additional consideration or (ii) of Purchaserany affiliate, or transfers by giftincluding affiliated funds, will or intestate succession to any spouse or lineal descendants or ancestorsfor no additional consideration, in each case if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent Purchaser hereunder. (d) Notwithstanding the provisions of paragraphs (a) and (b) above, the Company acknowledges and agrees that the Securities may be pledged by the Purchaser, and its successors and assigns, in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities, provided that any pledge of those Securities does not constitute an offer of those Securities for sale within 12 months after their issue such that it would require disclosure under section 707(3) of the Corporations Xxx 0000 (Cth). The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Person effecting a pledge of Securities shall be required to provide the Company is obtainedwith any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Financing Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request, at the Purchaser’s expense, in connection with a pledge of the Securities to such pledgee by the Purchaser and any successor or assignee.

Further Limitations on Disposition. Such Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make offer, sell, exchange, transfer, pledge or otherwise dispose of any disposition of all or any portion of the Shares Securities unless and untilat that time either: (ia) There such transaction is then in effect a Registration Statement permitted pursuant to the provisions of Rule 144 under the Securities Act or another exemption from registration under the Securities Act and all applicable state securities laws; (b) a registration statement under the Securities Act (a "REGISTRATION STATEMENT") covering such securities proposed disposition to be sold, transferred or otherwise disposed of, describing the manner and such disposition terms of the proposed sale, transfer or other disposition, and containing a current prospectus, is filed with the SEC and all applicable state securities law agencies and made in accordance with such Registration Statementeffective under the Securities Act and all applicable state securities laws; or (iic) Purchaser an authorized representative of the SEC and all applicable state securities law agencies shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company rendered written advice to such Purchaser (with a detailed statement copy thereof and of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory all other related communications delivered to the Company) to the effect that the SEC and/or such state securities law agencies will take no action, or that the staff of the SEC and/or such state securities law agencies will recommend that the SEC and/or such state securities law agencies, as applicable, take no action, with respect to the proposed offer, sale, exchange, transfer, pledge or other disposition if consummated. All certificates representing the Securities deliverable to such Purchaser and any certificates subsequently issued with respect thereto or in substitution therefor shall bear a legend that such disposition will not require Securities may only be sold or disposed of in accordance with (i) the provisions of the Securities Act, the rules and regulations thereunder and any applicable state securities laws, (ii) pursuant to an effective registration under statement or (iii) pursuant to an exemption from the registration/qualification requirements of the Securities Act or and any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) aboveThe Company, no such registration statement or opinion of counsel shall be necessary for a at its reasonable discretion, may cause stop transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing orders to be subject placed with its transfer agent with respect to the terms hereof certificates for such securities but not as to the same extent certificates for any part of such securities as if they were Purchasers hereunder as long as the consent of the Company to which said legend is obtainedno longer required.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) Purchaser (i) Such Investor shall have obtained the consent of the Company and notified provided ten (10) days prior notice to the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer (i) by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner) partner of Purchaser, such partnership who retires after the date hereof or transfers to the estate of any such partner of retired partner or the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if (ii) by an Investor that is a limited liability company to a member of such limited liability company or a retired member of such limited liability company who retires after the date hereof or to the estate of any such member of retired member or the transfer by gift, will or intestate succession of any member to his or her spouse or to the siblings, lineal descendants or ancestors of such member or his or her spouse, or (iii) by an Investor to an affiliate or related individual or to the estate of any such affiliate or related individual or the transfer by gift, will or intestate succession of any affiliate or related individual to his or her spouse or to the siblings, lineal descendants or ancestors of such affiliate or related individual or his or her spouse, provided, however, in any such event, the Investor shall give the Company ten (10) days’ prior notice of such transfer and the prospective transferee agrees in all transferees agree such instances in writing to be subject to the terms hereof to the same extent as if they he, she or it were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Such Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove and notwithstanding the provisions of Section 3.8, Purchaser further agrees that: (a) Purchaser shall not directly or indirectly sell, offer to make sell, contract to sell, grant any disposition option to purchase or otherwise transfer or dispose of all or any portion of the Shares unless and until: Common Stock purchased hereunder, in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (i) There is then in effect a Registration Statement the "Exchange Act"), or the rules of the Commission promulgated thereunder, including Rule 144 under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if Securities Act. If reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the CompanyCompany and its counsel, that such any permitted transfer or disposition will not require registration of such shares under the Act or any applicable state securities lawsSecurities Act. Notwithstanding It is agreed that the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion Company will not require opinions of counsel for transactions made pursuant to Rule 144, as currently in existence, except in unusual circumstances. (b) During the period commencing as of the Closing until three months following the conclusion of the last research and development program conducted pursuant to the Research and Assignment and License Agreements entered into between Purchaser and the Company simultaneously herewith or which may later be entered into pursuant to the Selection Agreement entered into between Purchaser and the Company simultaneously herewith the number of shares of Common Stock of the Company purchased hereunder which Purchaser may, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase or otherwise transfer or dispose of during the preceding one hundred eighty (180) days shall be necessary for a transfer by such Purchaser to a partner not exceed six percent (or retired partner6%) of Purchaser, the Company's outstanding Common Stock or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent Common Stock into which outstanding Preferred Stock of the Company is obtainedthen convertible. (c) During the period commencing as of the effective date of the Company's 34 Act Registration until two hundred (d) Prior to Purchaser entering into any agreement or commitment to sell, grant options to purchase or otherwise transfer or dispose of any shares of Common Stock purchased hereunder, Purchaser agrees to provide the Board of Directors or President of the Company at least fourteen (14) days prior written notice of Purchaser's intent to transfer or dispose of such shares and to discuss with the Company in good faith a plan for transferring or disposing of the shares in any orderly fashion. (e) Without limiting the foregoing, prior to the effective date of the Company's 34 Act Registration, Purchaser shall not, without the prior written consent of the Company, directly or indirectly sell, offer to sell, grant an option to purchase or otherwise transfer or dispose of any of the Common Stock to any person engaged in any business directly competitive with the Company. For purposes of this subsection 3.9(d) "directly competitive" shall mean the field of protein engineering, or such other technology field in which at least twenty-five percent (25%) of the Company's work force (on a full time equivalent basis) is engaged at the time of the proposed transfer.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser each Investor further agrees not to make any disposition of all or any portion of the Shares Series B Preferred Stock (or the Common Stock issuable upon the conversion thereof) unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3.7, to the extent such section is then applicable, the Investors' Rights Agreement, the Shareholders' Agreement and any applicable Ancillary Agreement and: (ia) There there is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) Purchaser (i) such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Securities Act or any applicable state securities laws. Notwithstanding except in unusual circumstances. (c) notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer without value by such Purchaser an Investor which is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his spouse, or to an affiliate (as such term is defined in Rule 405 under the Securities Act) of such Investor, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if when issued by the Company, in its sole discretion, chooses Company to issue any certificates reflecting the ownership interest in the Shares, those certificates Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedhereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting ---------------------------------- the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Purchased Securities or the Conversion Shares unless and until: : (ia) There there is then in effect a Registration Statement registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or or (iib) Purchaser such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and, if reasonably requested by the Company, Purchaser shall have furnished at the Company expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act or any applicable state securities laws1933 Act. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Securities or Conversion Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of Purchased Securities or Conversion Shares by an Investor that is a transfer by such Purchaser partnership, limited liability company or corporation to (A) a partner of such partnership or member of such limited liability company or shareholder of such corporation, (B) a retired partner of such partnership who retires after the date hereof, (C) the estate of any such partner, member or retired partner) of Purchasershareholder, or transfers (iii) for the transfer by gift, will or intestate succession by any Investor to any his or her spouse or lineal descendants or ancestorsancestors or any trust for any of the foregoing, or (iv) for any transfer by Camelot to its affiliates if Camelot can reasonably demonstrate to the Company that all transferees agree such transfers are 12 <PAGE> being effected in compliance with all applicable securities laws and will not jeopardize the exemptions from registration and/or qualification provisions of all applicable securities laws upon which the Company is relying in selling the Purchased Securities and Conversion Shares to Camelot; provided that in each of -------- the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 4 (other than Section 4.5) to the same extent as if they the transferee were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting ---------------------------------- the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, the Investors' Rights Agreement and the Right of First Refusal and Co-Sale Agreement, provided and to the extent this Section and such agreements are then applicable, and: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iii) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. After the Company has filed a registration statement under the Act, it is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances and except as required by the Company's transfer agent. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 Shareholder agrees not ---------------------------------- to offer, sell, exchange, transfer, pledge or otherwise dispose of or encumber any of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Parent Shares unless and untilat that time: (i) There such transaction is then permitted pursuant to the provisions of Rule 145 under the Securities Act; (ii) counsel representing Shareholder, reasonably satisfactory to Parent, shall have advised Parent in effect a written opinion letter reasonably satisfactory to Parent and Parent's counsel, and upon which Parent and its counsel may rely, that no registration under the Securities Act is required in connection with the proposed sale, transfer or other disposition; (iii) a registration statement under the Securities Act (a "Registration Statement") covering the Parent Shares proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, is filed with the SEC and made effective under the Securities Act; provided, however, that use of and reliance on the Registration Statement under will -------- ------- be subject to pooling of interests requirements applicable to the Act covering Merger, customary "blackout" periods and, if Shareholder is an employee of the Company or Parent at the time of a proposed offer, sale, exchange, transfer, pledge or other disposition or encumbrance of the Parent Shares pursuant to such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement, any applicable trading windows of Parent; or (iiiv) Purchaser an authorized representative of the SEC shall have obtained rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and of all other related communications delivered to Parent) to the consent effect that the SEC will take no action, or that the staff of the Company and notified SEC will not recommend that the Company of SEC take action, with respect to the proposed offer, sale, exchange, transfer, pledge or other disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and or encumbrance if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedconsummated.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company or Restoration Robotics, as the case may be, to be bound by this Section 4 and the Investors’ Rights Agreement, and: (ia) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iii) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company or Restoration Robotics, as the case maybe, of the proposed disposition and shall have furnished the Company or Restoration Robotics, as the case may be, with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the CompanyCompany or Restoration Robotics, Purchaser as the case may be, such Investor shall have furnished to the Company or Restoration Robotics, as the case may be, with an opinion of counsel, counsel reasonably satisfactory to the CompanyCompany or Restoration Robotics, as the case may be, that such disposition will not require registration of such shares under the Act. It is agreed that the Company or Restoration Robotics, as the case may be, will not require an Investor to furnish opinions of counsel for transactions made pursuant to Rule 144 promulgated under the Securities Act or any applicable state securities laws. except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership or limited liability company to a partner (of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company who retires after the date hereof, or to the estate of any such partner, retired partner, member or retired partner) of Purchaser, member or transfers the transfer by gift, will or intestate succession by any such partner or member to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or member or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof and of the Investors’ Rights Agreement to the same extent as if they he or she were Purchasers an original Investor hereunder as long as the consent of the Company is obtainedand a party thereto.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities (other than the valid exercise or conversion thereof in accordance with their respective terms) unless and until: (ia) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition disposition, and such disposition is made in accordance with such Registration Statement; or (iib) Purchaser (i) the Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act or registration or qualification under any applicable state securities laws. . (c) Notwithstanding the provisions of subparagraphs (i) and (ii) aboveforegoing, no such registration statement investment representation letter or opinion of counsel shall be necessary required for a any transfer by such Purchaser to a partner of any Securities (i) in compliance with Rule 144 or retired partner) Rule 144A of Purchaserthe Securities Act, or transfers (ii) by gift, will or intestate succession by such holder to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Agreement. In addition, if the holder of any Securities delivers to the same extent as if they were Purchasers hereunder as long as Company an unqualified opinion of counsel that no subsequent transfer of such Securities shall require registration under the consent of Securities Act, the Company is obtainedshall, upon such contemplated transfer, promptly deliver new documents/certificates for such Securities that do not bear the legend set forth in Section 3.9(a) hereof. The Company shall bear the cost of such opinion of counsel up to a maximum of $1500.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth abovein Section 7(e) of this Warrant, Purchaser the Holder further agrees not to make any disposition of all or any portion of this Warrant or the Purchased Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 7, provided and to the extent this Section is then applicable, and: (i) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iiA) Purchaser The Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, Purchaser the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsSecurities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (iii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser (A) the Holder to any of its Affiliates (as defined below), (ii) a Holder that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, (iii) a limited liability company to its members or retired partner) of Purchaserformer members in accordance with their interest in the limited liability company, or transfers (iv) to the estate of any such partner, retired partner or member or the transfer by gift, will or intestate succession of any partner or member to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he, she or it were Purchasers hereunder as long as an original Holder hereunder. For purposes of this Section, "Affiliate" means any person and/or entity deemed an affiliate of an entity within the consent meaning of Rule 144 of the Company is obtainedRules and Regulations of the Securities Exchange Commission (the "SEC") promulgated under the Securities Act for purposes of Accounting Series, Releases 130 and 135, as amended, of the SEC.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities other than the Notes unless and untiluntil the transferee has agreed in writing for the benefit of the Company to the representations contained in this Section 6.8; provided, that this Section 6.8 shall not apply to the disposition of all or any portion of the Securities if: (ia) There there is then in effect a Registration Statement registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; orand (iii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed dispositiondisposition and shall furnish transferor representations as may reasonably be requested by the Company, and (ii) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws1933 Act. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such if a Purchaser is a partnership, limited liability company or corporation to a partner, member or shareholder of such partnership, limited liability company or corporation as the case may be or a retired partner (or member of such partnership or limited liability company who retires after the date hereof, or to the estate of any such partner or member or retired partner) of Purchaser, partner or transfers member or the transfer by gift, will or intestate succession of any partner to any his spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he, she or it were Purchasers hereunder as long as the consent of the Company is obtainedan original Purchaser hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting ---------------------------------- the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Purchased Securities or the Conversion Shares unless and until: (ia) There there is then in effect a Registration Statement registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and, if reasonably requested by the Company, Purchaser shall have furnished at the Company expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act or any applicable state securities laws1933 Act. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Securities or Conversion Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of Purchased Securities or Conversion Shares by an Investor that is a transfer by such Purchaser partnership, limited liability company or corporation to (A) a partner of such partnership or member of such limited liability company or shareholder of such corporation, (B) a retired partner of such partnership who retires after the date hereof, (C) the estate of any such partner, member or retired partner) of Purchasershareholder, or transfers (iii) for the transfer by gift, will or intestate succession by any Investor to any his or her spouse or lineal descendants or ancestorsancestors or any trust for any of the foregoing, or (iv) for any transfer by Camelot to its affiliates if Camelot can reasonably demonstrate to the Company that all transferees agree such transfers are being effected in compliance with all applicable securities laws and will not jeopardize the exemptions from registration and/or qualification provisions of all applicable securities laws upon which the Company is relying in selling the Purchased Securities and Conversion Shares to Camelot; provided that in each of -------- the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 4 (other than Section 4.5) to the same extent as if they the transferee were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that Neither the Shares are restricted Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable thereof have been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities under Rule 144 of laws. Therefore, in order, among other things, to insure compliance with the Act, andnotwithstanding anything else in this Agreement, thereforethe Amended and Restated Certificate of Designation or the Warrants to contrary, if the Companysuch Purchaser, in its sole discretionincluding any successive transferee, chooses to issue any certificates reflecting the ownership interest in the Sharesagrees as follows: Such Purchaser shall not sell, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933assign, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLDtransfer, OFFERED FOR SALEpledge, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth abovehypothecate, Purchaser further agrees not to make any disposition mortgage, encumber or dispose of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under Preferred Stock or the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained Common Stock issuable upon conversion thereof or the consent of Warrants or the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities lawsCommon Stock issuable therefrom. Notwithstanding the provisions of subparagraphs (i) and (ii) aboveforegoing, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser may transfer all or any portion of the Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable thereof (a) as part of a registered public offering of the Company’s securities or pursuant to Rule 144 under the Act, (b) by pledge that creates a partner (mere security interest in all or retired partner) any portion of Purchaserthe Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable therefrom, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree provided that the pledgee thereof agrees in writing in advance to be subject to bound by and comply with all applicable provisions this Agreement, the terms hereof Amended and Restated Certificate of Designation or the Warrants to the same extent as if they it were Purchasers hereunder as long as the consent Holder making such pledge, (c) to any member of such Purchaser, or to any siblings, ancestors, descendants or spouse of any member of such Purchaser, or any custodian or trustee for the account of such member or the account of such siblings, ancestors, descendants or spouse of such member (or any combination of the foregoing), or (d) to an affiliate or partner of such Purchaser, provided, in each such case (other than a transfer under clause (a) above) a transferee shall receive and hold all or any portion of the Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable therefrom subject to the provisions of this Agreement, the Amended and Restated Certificate of Designation or the Warrants and there shall be no further transfer except in accordance herewith or therewith. No party will avoid the provisions of this Agreement, the Amended and Restated Certificate of Designation or the Warrants by making one or more transfers to an affiliate of such party and then disposing of all or any portion of such party’s interest in such affiliate; provided, however, that in any event, the Preferred Stock or the Common Stock issuable upon conversion thereof or the Warrants or the Common Stock issuable therefrom may not (other than in connection with the matters described in Section 3.5(a) through Section 3.5(d) (inclusive)) be sold or transferred in the absence of registration under the Act unless the Company receives an opinion of counsel reasonably acceptable to it stating that such sale or transfer is obtainedexempt from the registration and prospectus delivery requirements of the Act. For the avoidance of doubt, the Company acknowledges that a disposition made in reliance upon Rule 144 will not require an opinion of counsel.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations provisions set forth abovein this Section 2, Purchaser further each Investor agrees not to make any disposition of all such Investor’s shares of Preferred Stock or any portion Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Shares unless and untilCompany to be bound by this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, and: (ia) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iii) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 promulgated under the Act or any applicable state securities laws. except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a corporation, partnership, limited liability company or other similar entity to an Affiliate (which, for CapitalG Rise LLC, shall include any one or more wholly owned subsidiaries of Alphabet Inc.), a stockholder of such Purchaser to corporation, a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company who retires after the date hereof, or a Permitted Founders Fund Entity (if Founders Fund is transferring Investor), or to the estate of any such stockholder, partner, retired partner, member or retired partner) of Purchaser, member or transfers the transfer by gift, will or intestate succession by any stockholder, partner or member to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such stockholder, partner or member or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers an original Investor hereunder by executing an Adoption Agreement in the form attached hereto as long as the consent of the Company is obtained.Exhibit A.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if when the Company, in its sole discretion, chooses to issue any Company issues certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained. a) Accredited Investor Status (Please check one). Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act because Purchaser either: (i) has a net worth of at least $1,000,000 (for purposes of this question, Purchaser may include spouse's net worth and may include the fair market value of home furnishings and automobiles, but must exclude from the calculation the value of Purchaser’s primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the fair market value of the primary residence must be deducted from net worth calculation)), or (ii) had an individual income of more than $200,000 in each of the two most recent calendar years, and reasonably expects to have an individual income in excess of $200,000 in the current calendar year; or along with Purchaser’s spouse had joint income in excess of $300,000 in each of the two most recent calendar years, and reasonably expects to have a joint income in excess of $300,000 in the current calendar year. For purposes of this Agreement, “individual income” means “adjusted gross income” as reported for Federal income tax purposes, exclusive of any income attributable to a spouse or to property owned by a spouse: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended, (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986. For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (i) The transferee has agreed in writing to be bound by the terms of this Agreement, (ii) Purchaser the Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (iii) if reasonably requested by the Company, Purchaser the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. The Company will not require the transferee to be bound by the terms of this Agreement after the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act or any applicable state securities laws. (the “Initial Offering”). (c) Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by such Purchaser the Investor to a partner an entity affiliated by common control (or retired partnerother related entity) with the Investor (each such transferee, an “Affiliate” of Purchaser, or transfers by gift, the Investor); provided that in each case the transferee will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof of this Agreement to the same extent as if they the transferee were Purchasers hereunder as long as an original Investor hereunder. (d) Each certificate evidencing the consent Securities to be issued to the Investor shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under (i) the Investor Rights Agreement, (ii) the Company’s Bylaws and (iii) applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT BY AND BETWEEN THE INVESTOR AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (e) The Company shall be obligated to reissue promptly unlegended certificates representing any Securities held by the Investor at the request of the Investor if the Company is obtainedhas completed its Initial Offering and the Investor has obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification and legend. (f) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate state securities authority authorizing such removal.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Transferor further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of Acquiror to be bound by this Section 4.42 provided and to the extent this Section 4.42 is then applicable, and: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iii) Purchaser Transferor shall have obtained the consent of the Company and notified the Company Acquiror of the proposed disposition and shall have furnished the Company Acquiror with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the CompanyAcquiror, Purchaser Transferor shall have furnished the Company Acquiror with an opinion of counsel, reasonably satisfactory to the CompanyAcquiror, that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that Acquiror will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs (isubsection 4.42(a) and (iisubsection 4.42(b) above, no such registration statement or opinion of counsel shall be necessary for (i) a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession Transferor to any spouse or lineal descendants or ancestorsTransferor Affiliate, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he, she or it were Purchasers hereunder an original party hereto. For purposes of this Agreement, "Transferor Affiliate" shall mean any person or entity that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with Transferor. The term "control" as long as used in the consent preceding sentence (including the terms "controlling," "controlled by" and "under common control with") means the direct or indirect possession of the Company is obtainedpower (a) to vote 20% or more of the outstanding voting securities or voting interest in such entity or (b) otherwise to direct the management or investment policies of such entities, by contract or otherwise.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting ---------------------------------- the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities to be purchased by the Investor hereunder, the Series C Preferred Stock issuable upon exercise of the Warrant to be issued to the Investor hereunder, and the Common Stock issuable upon conversion of the Series C Preferred Stock issued or issuable to the Investor hereunder or under the Warrant to be issued to the Investor hereunder unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the applicable provisions of the Second Amended and Restated Investors' Rights Agreement and: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or any applicable state securities lawsunless required by a transfer agent. Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove and subject to any restrictions contained in the Note, the Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) The Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. . (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, but subject to the terms of the Note, no such registration statement or opinion of counsel shall be necessary for a transfer by such the Purchaser to a partner (or i) any shareholder, partner, retired partner, member or former member of the Purchaser for no additional consideration or (ii) of Purchaserany affiliate, or transfers by giftincluding affiliated funds, will or intestate succession to any spouse or lineal descendants or ancestorsfor no additional consideration, in each case if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent Purchaser hereunder. (d) Notwithstanding the provisions of paragraphs (a) and (b) above, the Company acknowledges and agrees that the Securities may be pledged by the Purchaser, and its successors and assigns, in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities, provided that any pledge of those Securities does not constitute an offer of those Securities for sale within 12 months after their issue such that it would require disclosure under section 707(3) of the Corporations Xxx 0000 (Cth). The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Person effecting a pledge of Securities shall be required to provide the Company is obtainedwith any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Loan Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request, at the Purchaser’s expense, in connection with a pledge of the Securities to such pledgee by the Purchaser and any successor or assignee.

Further Limitations on Disposition. Purchaser The BMI Entities and the BMI Entity Shareholders further acknowledges acknowledge that the Shares GACR Securities are restricted securities under Rule 144 of the Act, Act and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates GACR Securities will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the BMI Entities and the BMI Entity Shareholders further agrees agree not to make any disposition of all or any portion of the Shares GACR Securities unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser Such BMI Entity or BMI Shareholder shall have obtained the consent of the Company GACR and notified the Company GACR of the proposed disposition and shall have furnished the Company GACR with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by GACR, the Company, Purchaser BMI Entity or BMI Shareholder shall have furnished the Company GACR with an opinion of counsel, reasonably satisfactory to the CompanyGACR, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser BMI Entity or BMI Shareholder to a partner (or retired partner) of Purchasersuch BMI Entity or BMI Shareholder, or transfers by gift, will will, or intestate succession to any spouse or lineal descendants or ancestors, ancestors if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers an BMI Entity or BMI Shareholder hereunder as long as the consent of the Company GACR is obtained, which consent shall not be unreasonably withheld.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser such Investor further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) Purchaser (i) Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer (i) by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner) partner of Purchaser, such partnership who retires after the date hereof or transfers to the estate of any such partner of retired partner or the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if (ii) by an Investor that is a limited liability company to a member of such limited liability company or a retired member of such limited liability company who retires after the date hereof or to the estate of any such member of retired member or the transfer by gift, will or intestate succession of any member to his or her spouse or to the siblings, lineal descendants or ancestors of such member or his or her spouse, or (iii) by an Investor to an affiliate or related individual or to the estate of any such affiliate or related individual or the transfer by gift, will or intestate succession of any affiliate or related individual to his or her spouse or to the siblings, lineal descendants or ancestors of such affiliate or related individual or his or her spouse; provided, however, in any such event, the Investor shall give the Company ten (10) days prior notice of such transfer and the prospective transferee agrees in all transferees agree such instances in writing to be subject to the terms hereof to the same extent as if they he, she or it were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser Payee further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the CompanyIssuer, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Payee further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser Payee shall have obtained the consent of the Company Issuer and notified the Company Issuer of the proposed disposition and shall have furnished the Company Issuer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the CompanyIssuer, Purchaser Payee shall have furnished the Company Issuer with an opinion of counsel, reasonably satisfactory to the CompanyIssuer, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser Payee to a partner (or retired partner) of PurchaserPayee, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Payees hereunder as long as the consent of the Company Issuer is obtained.

Further Limitations on Disposition. Purchaser further acknowledges [____] irrevocably agrees with the Company that until that date which is 12 months form the date of issuance of the Shares are restricted securities under Rule 144 (such period, the “Restriction Period”), [____] will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by [____]), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the ActSecurities Exchange Act of 1934, andas amended, therefore, if with respect to the Company, in its sole discretion, chooses to issue Shares or any certificates reflecting shares of common stock of the ownership interest in Company issuable upon conversion of the Shares. In order to enforce this covenant, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDCompany shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this Agreement. Without in any way limiting the representations set forth above, Purchaser [____] further agrees not to make any disposition of all or any portion of the Shares unless being purchased hereunder (or of the common stock issuable upon conversion of the Shares) except in compliance with applicable state securities laws and untilunless: (ia) There there is then in effect a Registration Statement registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; (b) such disposition involves: (i) a transfer not involving a change in beneficial ownership; (ii) a transfer in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule; (iii) transfers by any holder who is an individual to a trust for the benefit of such holder or his family; or (iv) transfers by gift, will or intestate succession to the spouse, lineal descendants or ancestors of any holder or spouse of a holder; or (iic) Purchaser [____] shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and, if reasonably requested by the Company, Purchaser [____] shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any and will be in compliance with applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth in Section 2 above, Purchaser each Investor further agrees not to make any disposition of all or any portion of the Notes or the Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company and the other Investors to be bound by this Agreement and the terms of the Notes and the Shares to be transferred to such transferee and: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration of such securities under the Act Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 or Rule 144A, except in unusual circumstances. In the event that any applicable state securities lawstransfer agent or similar third party shall require an opinion of counsel in connection with a transfer made pursuant to Rule 144 or Rule 144A, the Company’s counsel will issue such opinion, at the Company’s expense; provided that the Investor making such transfer shall provide any and all documentation and/or back-up certificates reasonably necessary for such counsel to issue such opinion. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer for no new consideration by any Investor to an affiliate of such Investor (including entities controlled by such Purchaser affiliates and employees, advisors and/or respective family members of such affiliates), to a parent or a subsidiary corporation, or, in the case of an Investor that is a partnership, to a partner (of the partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof and if the Note or the Shares are so transferred to the same extent as if they he were Purchasers an original Investor hereunder as long as and the consent original holder thereof. Unless and until the Notes have been repaid in full and subject to applicable securities laws, the Investors agree to not engage in short sales of the Company is obtainedCompany’s Common Stock.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way ---------------------------------- limiting the representations set forth above, such Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, the Investor Rights Agreement, the Co-Sale Agreement and the Voting Agreement and: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iii) Such Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionCompany, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such a Purchaser that is a partnership to an affiliated partnership or to a partner (of such partnership or affiliated partnership or a retired partner of such partnership or affiliated partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Purchaser hereunder.

Further Limitations on Disposition. Purchaser GGL and the GGL Shareholders further acknowledges acknowledge that the Shares GACR Securities are restricted securities under Rule 144 of the Act, Act and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates GACR Securities will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser GGL and the GGL Shareholders further agrees agree not to make any disposition of all or any portion of the Shares GACR Securities unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser Such GGL Entity or GGL Shareholder shall have obtained the consent of the Company GACR and notified the Company GACR of the proposed disposition and shall have furnished the Company GACR with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by GACR, the Company, Purchaser GGL Entity or GGL Shareholder shall have furnished the Company GACR with an opinion of counsel, reasonably satisfactory to the CompanyGACR, that such disposition will not require registration under the Act or any applicable state securities laws. laws Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser GGL Entity or GGL Shareholder to a partner (or retired partner) of Purchasersuch GGL Entity or GGL Shareholder, or transfers by gift, will will, or intestate succession to any spouse or lineal descendants or ancestors, ancestors if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers an GGL Entity or GGL Shareholder hereunder as long as the consent of the Company GACR is obtained, which consent shall not be unreasonably withheld.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Investor further agrees not to make any disposition of all or any portion of the Shares Securities to be purchased by the Investor hereunder, the Series C Preferred Stock issuable upon exercise of the Warrant to be issued to the Investor hereunder, and the Common Stock issuable upon conversion of the Series C Preferred Stock issued or issuable to the Investor hereunder or under the Warrant to be issued to the Investor hereunder unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the applicable provisions of the Second Amended and Restated Investors' Rights Agreement and: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser Such Investor shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and if reasonably requested by the Company, Purchaser such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or any applicable state securities lawsunless required by a transfer agent. Notwithstanding the provisions of subparagraphs subsections (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Investor hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the ---------------------------------- representations set forth above, each Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iii) The Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. 1933 Act. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a stockholder or partner (or retired partner) of such Purchaser, or its affiliates, associates or partners, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder hereunder. Each Purchaser understands that the Securities are "restricted securities" under the federal securities laws inasmuch as long as the consent of they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Purchaser represents that it is obtainedfamiliar with Rule 144 promulgated under the 1933 Act, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth aboveabove and subject to any restrictions contained in the Note and the Warrant, as applicable, the Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) The Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. . (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, but subject to the terms of the Note and the Warrant, as applicable, no such registration statement or opinion opinion (d) Notwithstanding the provisions of counsel paragraphs (a) and (b) above, the Company acknowledges and agrees that the Securities may be pledged by the Purchaser, and its successors and assigns, in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities, provided that any pledge of those Securities does not constitute an offer of those Securities for sale within 12 months after their issue such that it would require disclosure under section 707(3) of the Corporations Xxx 0000 (Cth). The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Person effecting a pledge of Securities shall be necessary for a transfer by such Purchaser required to a partner (provide the Company with any notice thereof or retired partner) of Purchaser, or transfers by gift, will or intestate succession to otherwise make any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject delivery to the terms hereof Company pursuant to the same extent this Agreement or any other Loan Document. The Company hereby agrees to execute and deliver such documentation as if they were Purchasers hereunder as long as the consent a pledgee of the Company is obtainedSecurities may reasonably request, at the Purchaser’s expense, in connection with a pledge of the Securities to such pledgee by the Purchaser and any successor or assignee.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting ---------------------------------- the representations set forth above, such Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, the Investor Rights Agreement, the Co-Sale Agreement and the Voting Agreement and: (ia) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iib) Such Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionCompany, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities lawsAct. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such a Purchaser that is a partnership to an affiliated partnership or to a partner (of such partnership or affiliated partnership or a retired partner of such partnership or affiliated partnership who retires after the date hereof, or to the estate of any such partner or retired partner) of Purchaser, partner or transfers the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were Purchasers hereunder as long as the consent of the Company is obtainedan original Purchaser hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Holder further agrees not to make any disposition of all or any portion of the Shares Securities unless and untiluntil the transferee has agreed in writing for the benefit of Company to be bound by the terms of this Warrant, including, without limitation, this Section 6, Section 20, and: (ia) There there is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; orregistration statement; (iib) Purchaser the Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or Act. It is agreed that Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances; or (c) the Holder shall not make any applicable state securities lawsdisposition to any of Company’s competitors as such is reasonably determined by Company’s Board of Directors. Notwithstanding the provisions of subparagraphs clauses (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary required: (x) for any transfer of the Securities in compliance with Rule 144 or Rule 144A; (y) for any transfer of the Securities by Holder that is a transfer by such Purchaser partnership, a limited liability company or a corporation to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) a controlled affiliate of such partnership or corporation, (C) a retired partnerpartner of such partnership who retires after the date hereof, (D) the estate of Purchaser, any such partner or transfers stockholder; or (z) for the transfer by gift, will or intestate succession by Xxxxxx to any his or her spouse or lineal descendants or ancestorsancestors or any trust for any of the foregoing; provided, if all transferees agree that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof restrictions on transfer set forth in this Section 6 to the same extent as if they were Purchasers hereunder as long as the consent of transferee was the Company is obtainedoriginal Holder hereunder.

Further Limitations on Disposition. Purchaser The LEC Entities and the LEC Shareholders further acknowledges acknowledge that the GACR Shares are restricted securities under Rule 144 of the Act, Act and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates GACR Shares will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the LEC Entities and the LEC Shareholders further agrees agree not to make any disposition of all or any portion of the GACR Shares unless and until: (i) There is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser Such LEC Entity or LEC Shareholder shall have obtained the consent of the Company GACR and notified the Company GACR of the proposed disposition and shall have furnished the Company GACR with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by GACR, the Company, Purchaser LEC Entity or LEC Shareholder shall have furnished the Company GACR with an opinion of counsel, reasonably satisfactory to the CompanyGACR, that such disposition will not require registration under the Act or any applicable state securities laws. laws Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser LEC Entity or LEC Shareholder to a partner (or retired partner) of Purchasersuch LEC Entity or LEC Shareholder, or transfers by gift, will will, or intestate succession to any spouse or lineal descendants or ancestors, ancestors if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers an LEC Entity or LEC Shareholder hereunder as long as the consent of the Company GACR is obtained, which consent shall not be unreasonably withheld.

Further Limitations on Disposition. Purchaser 10.1 Without in any way limiting the representations set forth above, the Lender further acknowledges that the Shares are restricted securities under Rule 144 agrees not to make any disposition of all or any portion of the ActSecurities unless and until each of the following have been satisfied: 10.2 There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement, andor (i) the Lender will have notified the Company of the proposed disposition and will have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, therefore, and (ii) if requested by the Company, in its sole discretionthe Lender will have furnished the Company with an opinion of counsel, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar satisfactory to the following: THESE SECURITIES HAVE Company, that such disposition will not require registration of such Securities under the 1933 Act. 10.3 If such transfer is not being made pursuanx xx Xxxe 144 or a registration statement under the 1933 Act, the transferee will have agreed in writing, for the benefit of the Company, to be bound by this Section 10, provided and to the extent this Section 10 is then applicable. 10.4 Each Security may bear one or all of the following legends: (a) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES THIS SECURITY UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT." (b) Any legend required by the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion laws of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent State of the Company and notified the Company California or required by applicable corporations or securities laws of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtainedother state.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). 00050731.DOC THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities other than the Note unless and untiluntil the transferee has agreed in writing for the benefit of the Company to the representations contained in this Section 6.8; provided, that this Section 6.8 shall not apply to the disposition of all or any portion of the Securities if: (ia) There there is then in effect a Registration Statement registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; orand (iii) the Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed dispositiondisposition and shall furnish transferor representations as may reasonably be requested by the Company, and (ii) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws1933 Act. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such if the Purchaser is a partnership, limited liability company or corporation to a partner, member or shareholder of such partnership, limited liability company or corporation as the case may be or a retired partner (or member of such partnership or limited liability company who retires after the date hereof, or to the estate of any such partner or member or retired partner) of Purchaser, partner or transfers member or the transfer by gift, will or intestate succession of any partner to any his spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he, she or it were Purchasers hereunder as long as the consent of the Company is obtainedan original Purchaser hereunder.

Further Limitations on Disposition. Purchaser Share Recipient further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: "…THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. …" Without in any way limiting the representations set forth above, Purchaser Share Recipient further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser Share Recipient shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser Share Recipient shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement Registration Statement or opinion of counsel shall be necessary for a transfer by such Purchaser Share Recipient to a partner (or retired partner) of PurchaserShare Recipient, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Share Recipients hereunder as long as the consent of the Company is obtained. Accredited Investor Status (Please check one). Share Recipient _____ is _____ is not an "accredited investor" as such term is defined in Rule 501 under the Actbecause Share Recipient either: (i) has a net worth ofat least $1,000,000 (including home and personal property), or (ii) had an individual income of more than $200,000 in each of the two most recent calendar years, and reasonably expects to have an individual income in excess of $200,000 in the current calendar year; or along with Share Recipient's spouse had joint income in excess of $300,000 in each of the two most recent calendar years, and reasonably expects to have a joint income in excess of $300,000 in the current calendar year. For purposes of this Agreement, "individual income" means "adjusted gross income" as reported for Federal income tax purposes, exclusive of any income attributable to a spouse or to property owned by a spouse: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986. For purposes of this Agreement, "joint income" means, "adjusted gross income," as reported for Federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986. For the purposes of this Agreement, "net worth" means (except as otherwise specifically defined) the excess of total assets at fair market value, including home and personal property, over total liabilities, including mortgages and income taxes on unrealized appreciation of assets.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Holder further agrees not to make any disposition of all or any portion of the Shares this Note unless and until: (i) There : there is then in effect a Registration Statement registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (ii) Purchaser or the Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. Notwithstanding the provisions of subparagraphs paragraphs (i1) and (ii2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser the Holder to a partner (any other entity who, directly or retired partner) of Purchaserindirectly, controls, is controlled by, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsis under common control with the Holder, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder the Holder hereunder. Accredited Investor Status. The Holder is an “accredited investor” as long as such term is defined in Rule 501 under the consent Act. No “Bad Actor” Disqualification. The Holder represents and warrants that neither (A) the Holder nor (B) any entity that controls the Holder or is under the control of, or under common control with, the Holder, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed in writing in reasonable detail to the Company. The Holder represents that the Holder has exercised reasonable care to determine the accuracy of the representation made by the Holder in this paragraph, and agrees to notify the Company is obtainedif the Holder becomes aware of any fact that makes the representation given by the Holder hereunder inaccurate.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser each of the Shareholders further agrees not to make any disposition of all or any portion of the Issued Shares prior to the one-year anniversary of the Closing and thereafter shall not make any disposition of any portion of the Issued Shares unless and until: (ia) There is then in effect a Registration Statement registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement; or (iib) Purchaser Such Shareholder shall have obtained the consent of the Company and notified the Company PriceSmart of the proposed disposition and shall have furnished the Company PriceSmart with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser (ii) such Shareholder shall have furnished the Company PriceSmart, at such Shareholder's expense, with an opinion of counsel, reasonably satisfactory to the CompanyPriceSmart, that such disposition will not require registration of such securities under the Act or any applicable state securities lawsSecurities Act. Notwithstanding the provisions of subparagraphs paragraphs (ia) and (iib) above, no such registration statement or opinion of counsel shall be necessary required: (i) for a any transfer by such Purchaser to a partner (or retired partner) of Purchaserany Issued Shares in compliance with Rule 144 of the Securities Act, or transfers (ii) for any transfer of any Issued Shares by a Party that is a Shareholdership or a corporation to (A) a Shareholder of such Shareholdership or shareholder of such corporation, (B) a retired Shareholder of such Shareholdership who retires after the date hereof, (C) the estate of any such Shareholder or shareholder, or (iii) for the transfer by gift, will or intestate succession by any Party to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; PROVIDED that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 6.1 to the same extent as if they the transferee were Purchasers hereunder as long as the consent of the Company is obtainedan original Party hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Investors hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser Holder further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THESE SECURITIES ARE SUBJECT TO THE TERMS OF A LOCK-UP PROVISION IN THAT CERTAIN SECURITIES EXCHANGE AND COMMON STOCK PURCHASE AGREEMENT AND MAY NOT BE TRANSFERRED, SOLD OR ASSIGNED OTHER THAN AS PERMITTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. Without in any way limiting the representations set forth above, Purchaser Holder further agrees not to make any disposition of all or any portion of the Shares Shares, unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (ii) Purchaser Holder shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser Holder to a partner (or retired partner) of PurchaserHolder, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers Holders hereunder as long as the consent of the Company is obtained.

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY ARE SUBJECT TO A LOCK-UP AGREEMENT BETWEEN THE HOLDER AND THE COMPANY, AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until: (i) A period of at least one (1) year has passed since the Closing Date (the “Lock Up Agreement”); and, either (ii) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (iiiii) Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Notwithstanding the provisions of subparagraphs (i) and (iii)-(iii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.