Common use of Notice of Proposed Transfer Clause in Contracts

Notice of Proposed Transfer. Prior to the transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the holder thereof shall give written notice to the Company, which notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Stock in accordance with the terms of the notice delivered by such holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior to any shares proposed sale, assignment, transfer or pledge (other than a pledge in favor of Warrant Stockthe Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which assignment, transfer or pledge. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, assignment, transfer or pledge in sufficient detail to enable counsel to render and, unless waived in writing by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, assignment, transfer or pledge may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of the its notice delivered by the holder of such holder stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each Warrant certificate for Preferred Stock or certificate, if any, issued upon or in connection with such transfer Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the transfer any proposed Transfer of any shares of Preferred Shares, Xxxxxx-Xxxxx Shares, Conversion Shares or Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by Shares (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Sections 4 or 5), the holder thereof shall give written notice to the Company, which Company of its intention to effect such Transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render Transfer and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company to the notice effect that the proposed transfer Transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer Transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a Transfer to one or more partners of an Original Holder (in the notice delivered by case of an Original Holder that is a partnership) or to an affiliated corporation of an Original Holder (in the case of an Original Holder that is a corporation), if, with respect to such holder Transfer, the transferee agrees in writing to be subject to the Companyterms of Sections 2, 3 and 10 hereof, to the same extent as if such transferee were originally a signatory to this Agreement. Each certificate for Preferred Shares, Xxxxxx-Xxxxx Shares, Conversion Shares or Warrant or certificate, if any, issued upon or in connection with such transfer Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such Transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If . The restrictions provided for in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder this Section 3 shall not be entitled apply to transfer securities which are not required to bear the shares legend prescribed by Section 2 in accordance with the provisions of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any transfer of any shares of Warrant Stock, and during any period during securities which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to under the Securities Act of 1933, as amended (the "Securities Act"“Restricted Securities”), which transfer may only occur if there is an exemption from the holder thereof registration provisions of the Securities Act and all other applicable securities laws, the Holder shall complete the form attached as Exhibit B to this Warrant and give written notice to the Company, which notice shall (a) state such holder's Company of the Holder’s intention to effect a transfer such restricted shares (and to comply in all other respects with the transfer requirements of this Warrant; (b) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counseltransfer). The following provisions shall then applyapply to any proposed transfer of Restricted Securities: 3.2.1 If (a) If in the opinion of counsel for the holder designated in Holder reasonably satisfactory to the notice Company the proposed transfer may be effected without registration of such shares of Warrant Stock the Restricted Securities under the Securities Act and any applicable (which opinion shall state securities laws, and (b) counsel for in detail the Company shall not have rendered an opinion within 15 days after receipt by the Company basis of the notice required by Section 3.2 that registration is requiredlegal conclusions reached therein), the holder shall Holder shall, upon delivery of an executed original of such opinion, thereupon be entitled to transfer such shares of Warrant Stock the Restricted Securities in accordance with the terms of the notice delivered by such holder the Holder to the Company. Each Warrant or certificate, if any, certificate representing the Restricted Securities issued upon or in connection with such any transfer shall bear the appropriate restrictive legend set forth in legends required by Section 3.1, unless in 9.1 hereof. (b) If the opinion of each such counsel the legend called for in (i) above is no longer required to insure compliance with the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsdelivered, the Company will promptly so notify the holder thereof and the holder Holder shall not be entitled to transfer the shares of Warrant Stock Restricted Securities until either: (x) receipt by the Company of a further notice from such Holder pursuant to the holder under foregoing provisions of this Section 3.2.1 above 9.2 and opinions as to transferability, fulfillment of the provisions of clause (i) above; or until registration of (y) such shares of Warrant Stock Restricted Securities have been effectively registered under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Act.

Notice of Proposed Transfer. Prior Except as otherwise provided herein, prior to the any proposed transfer of any shares of this Warrant Stock, and during any period during which such shares of the Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")Shares, the holder thereof Holder shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with identify the transfer requirements of this Warrant; (b) proposed transferee, shall describe the circumstances manner of the proposed transfer and, if requested by the Company, shall be accompanied by a written opinion of counsel, satisfactory in sufficient detail to enable counsel to render the opinions referred to below; form and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof substance to the counsel designated in such notice and Company, to the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such security shall thereupon be entitled to transfer such shares of Warrant Stock security in accordance with the terms of the notice delivered by such holder its notice, subject to the Companycompliance with all other applicable requirements of this Section 6. Each certificate for this Warrant or certificate, if any, issued upon or in connection with such transfer and the Warrant Shares transferred as provided for above shall bear the appropriate restrictive legend set forth herein, except that such certificate shall not bear such legend if (i) such transfer is in Section 3.1, unless in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer such securities in a public sale without registration under the shares Act. The Company may issue stop transfer instructions to its transfer agent in connection with restrictions on transferability of this Warrant Stock until receipt or the Warrant Shares. Notwithstanding the restrictions set forth above, no registration statement or opinion of counsel or prior notice to the Company shall be necessary, and such transfer shall be automatically effected on the stock records of the Company effective as of the date of such transfer, for a further notice from transfer (x) by a Holder to an affiliate of the holder under Section 3.2.1 above and opinions as Holder or (y) by a Holder which is (A) a partnership to transferabilityits partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its subsidiary or parent, or until registration (D) to the Holder’s family member or trust for the benefit of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (an individual Holder, provided that in the case of any transfer pursuant to the foregoing clause (x) or clauses (y)(A) – (D), (i) the restrictions in the second and third sentences of Section 6(a) above shall apply to the transfer and to the transferee, (ii) the transfer shall be conducted in compliance with all applicable securities laws, and (iii) the transferring Holder shall provide the Company has no obligation to register Warrant Stock other than with a completed written notice of the transfer pursuant to Section 6 below)this sentence no later than 30 days following the transfer to an affiliate or other permitted transferee pursuant to this sentence and, upon request by the Company, with evidence reasonably satisfactory to the Company that the conditions and requirements applicable to such transfer pursuant to this sentence have been satisfied.

Notice of Proposed Transfer. Prior Subject to the provisions of Article 3, prior to any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 4.3, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"4.4 or 4.5), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel or “no-action” letter shall be required by the notice delivered Company (A) for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder, or to an affiliate of such transferor, or (B) in the case of a transfer made in accordance with the provisions of Rule 144 or Regulation S under the Securities Act, although such opinion of counsel may be required by such holder to an independent transfer agent of the CompanyCompany after the Initial Public Offering. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend or legends, as the case may be, set forth in Section 3.14.1, unless except that such certificate shall not bear the first such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat the first such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 4.2 shall not be entitled apply to transfer securities that are not required to bear the shares legends prescribed by Section 4.1 in accordance with the provisions of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. (a) Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 4.1, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"4.2 or 4.3), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel or “no action” letter shall be required (A) for a distribution to one or more partners or members of the notice delivered by transferor (in the case of a transferor that is a partnership or limited liability company) in each case in respect of the beneficial interest of such holder to partner or member or (B) for transfers made in accordance with the Companyprovisions of Rule 144 (or any rule permitting public sale without registration under the Securities Act) including Rule 144(k). Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (Y) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (Z) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. (b) No such opinion of counsel or “no action” letter from the Commission, as set forth in Section 3.2(a) above, shall be entitled to transfer required in the shares of Warrant Stock until receipt event of a further notice from sale, pledge, hypothecation or other transfer of any Registrable Securities to (i) any Affiliate of an Investor, including, without limitation, any venture capital limited partnership now existing or hereafter formed which controls, is controlled by or is under common control with such Investor; and (ii) any successors or permitted assigns of any of the holder under Section 3.2.1 above and opinions as to transferabilityforegoing persons, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation transferee agrees in writing to register Warrant Stock other than pursuant be subject to Section 6 below)this Agreement to the same extent as if such transferee were originally a signatory.

Notice of Proposed Transfer. Prior to the any proposed transfer of --------------------------- any shares of Warrant Restricted Stock, and during any period during which such shares of Warrant Stock are not registered by other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Section 4, as amended (the "Securities Act")5 or 6, the holder thereof a Holder shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for whereupon the Company Holder shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice; provided, however, -------- ------- that, notwithstanding the notice delivered proposed terms of transfer set forth in such notice, for a period of two years commencing on the date hereof, Restricted Stock may be transferred only (i) under the circumstances contemplated by the Lock-up Letter executed by each of the Stock Growth Plan and the Employee Stock Ownership Plan, (ii) under the circumstances contemplated by Section 3.B(a) of the Underwriting Agreement, between the Company and the Underwriters named therein, relating to the Company's contemplated initial public offering, in the case of the Employee Stock Ownership Plan, (iii) by one Holder to the other Holder, (iv) pursuant to Rule 144 under the Securities Act or (v) in response to a tender offer made by a third party for 100% of the outstanding Common Stock. After the expiration of the 180-day period specified in the Lock-up Letters, Restricted Stock may also be transferred in any disposition to any third party; provided, that, the -------- approval of a majority of the Company's Board of Directors, which majority includes at least two independent directors, shall be required for any sales to a "non-financial" purchaser of 10% or more of the then outstanding Common Stock and any sales to any other purchaser of 20% or more of the then outstanding Common Stock. For purposes of the preceding sentence, a "non-financial" purchaser is a purchaser (together with all "affiliates" and "associates" of such purchaser, as such terms are defined in Rule 12b-2 under the Exchange Act) that is acquiring the Company Common Stock for the purpose, expressed in the Schedule 13D filed by such holder to purchaser, of obtaining control of, or substantial influence over, the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate of Restricted Stock transferred pursuant to this Section 3 shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 or any other rule permitting public sale without registration under the Securities Act, or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee, other than an affiliate of the Company, would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a Holder is able to demonstrate to the Company and its counsel that the provisions of Rule 144(k) of the Securities Act are available to such Holder without limitation, such Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the holder thereof shall give written notice to the Company, which notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 1.1.1 If (a) in the opinion of counsel for the holder designated in the notice the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Stock in accordance with the terms of the notice delivered by such holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 1.1.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company (it being agreed that Ropes & Xxxx LLP and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall be satisfactory) to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that, if the notice delivered by transferor is an Investor, no such holder opinion of counsel shall be required for a transfer to one or more partners or members of the Investor (in the case of an Investor that is a partnership or a limited liability company, respectively) or to an affiliated entity (in the case of an Investor that is an entity); provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Shares, Conversion Shares or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in the opinion of each such counsel the legend is no longer required to insure compliance accordance with the Securities Act. 3.2.2 If in the opinion provisions of either Rule 144 or both of such counsel the proposed transfer may not legally be effected any other rule permitting public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, (ii) the Company will promptly so notify opinion of counsel referred to above is to the holder thereof further effect that the transferee and any subsequent transferee (other than an Affiliate of the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. (a) Prior to the transfer any proposed Transfer of any shares Interests (other than under the circumstances described in clause (w), (x), (y) or (z) of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"Section 2), the holder thereof shall give written notice to the Company, which Company of its intention to effect such Transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render Transfer and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer Transfer of the Interests may be effected without registration of such shares of Warrant Stock under the Securities Act Act, whereupon, subject to Sections 2, 4, 5 and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required6, the holder of such Interests shall thereupon be entitled to transfer Transfer such shares of Warrant Stock Interests in accordance with the terms of its notice. To the notice delivered by such holder extent applicable, each certificate for Interests Transferred as above provided shall bear a legend to the Company. Each Warrant effect that such Interests are unregistered under the Securities Act and may not be Transferred unless the Interests have been registered under the Securities Act or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1an exemption from registration is available, unless (i) such Transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to Transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion (b) The foregoing restrictions on Transfer of either or both of Interests shall terminate as to any particular Interests when (i) such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock Interests shall have been effectively registered under the Securities Act and sold or applicable state securities laws, otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such Interests or (ii) an Equityholder of such Interests is able to demonstrate to the Company will promptly so notify (and its counsel) that the provisions of Rule 144(k) (or other equivalent rule) of the Securities Act are available to such holder thereof and the without limitation. In either case, such holder of Interests shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice receive from the holder under Section 3.2.1 above and opinions as Company, without expense, a new certificate not bearing a restrictive legend, to transferability, or until registration of the extent such shares of Warrant Stock under Interests are generally available in certificated form by the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Company.

Notice of Proposed Transfer. Prior If any Key Founder Seller or any Other Shareholder Seller (as the case may be) proposes to Transfer any of its Equity Securities to any Person (a “Proposed Transferee”) save for a transfer pursuant to Section 5, such Key Founder Seller or Other Shareholder Seller (as the case may be) shall deliver to the transfer Company and each of any shares the Preferred Shareholders a written notice (the “RFR Notice”) stating: (i) the Key Founder Seller’s or the Other Shareholder Seller’s (as the case may be) bona fide intention to Transfer such Equity Securities (the “Offered Shares”); (ii) the name, address and phone number of Warrant Stock, and during any period during the Proposed Transferee; (iii) the maximum aggregate number of Offered Shares to be Transferred; (iv) the bona fide cash price or other consideration for which such shares the Key Founder Seller or the Other Shareholder Seller (as the case may be) proposes to Transfer the Offered Shares (the “Offered Price”); (v) each Preferred Shareholder’s right to exercise either its Right of Warrant Stock are First Refusal or its Right of Co-Sale (but not registered by the Company under an effective registration statement filed pursuant both rights) with respect to the Securities Act of 1933, as amended (the "Securities Act"), the holder thereof shall give written notice to the Company, which notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this WarrantOffered Shares; (bvi) describe the circumstances each Preferred Shareholder’s pro rata share of the proposed transfer Offered Shares (as determined in sufficient detail to enable counsel to render the opinions referred to belowaccordance with Section 3(b)(i); and (cvii) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsdeadline, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Stock in accordance consistent with the terms of this Agreement, within which the notice delivered Preferred Shareholders may exercise such rights. Such RFR Notice shall constitute an offer by such holder the Key Founder Seller or the Other Shareholder Seller (as the case may be) to each of the Preferred Shareholders to sell to it the total number of the Offered Shares. The Key Founder Seller or the Other Shareholder Seller (as the case may be) shall use its best efforts to ensure that the Proposed Transferee (if not an existing shareholder of the Company) is a Person of good reputation acceptable to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities ActPreferred Shareholders. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock--------------------------- Preferred Shares or Restricted Stock (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof (it being understood that if such transfer is intended to its be in accordance with the provisions of Rule 144, the Company shall generally not require an opinion of counsel. The following provisions ), shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated Company (it being agreed that Xxxx and Xxxx LLP or Xxxxx, Day, Xxxxxx & Xxxxx or other counsel experienced in securities laws matters shall be satisfactory) to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of the notice delivered by such holder its notice, subject to the Companyprovisions of a certain Second Amended and Restated Stockholders Agreement of even date herewith. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Preferred Shares and/or Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 . The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. If in the Company does not accept an opinion of either or both of such counsel required hereby signed by the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsoriginal holder's general counsel, the Company will promptly so notify pay the holder thereof reasonable fees and the holder shall not be entitled to transfer the shares disbursements of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and other counsel in connection with all opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than rendered by them pursuant to this Section 6 below)3.

Notice of Proposed Transfer. Prior to the any proposed sale, pledge, --------------------------- hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed 5 or 7 or pursuant to a distribution of the Securities Act of 1933, as amended (type described in the "Securities Act"proviso to the next succeeding sentence), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and Company, shall be accompanied by either (ci) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the an opinion of counsel for (which may be the holder designated in in-house counsel of the notice Investor) reasonably satisfactory to the Company to the effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice, provided, -------- however, that no such opinion of counsel shall be required for a distribution to ------- one or more partners of the notice delivered by transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such holder to the Companypartner or stockholder. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act), or (ii) the opinion of each counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 3 shall not be entitled apply to transfer securities which are not required to bear the shares legend prescribed by Section 2 in accordance with the provisions of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by Registrable Securities (other than under the Company under circumstances described in Section 6.3 or 6.4 or to an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"Affiliate), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and Company, shall be accompanied by either (ci) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state Act, or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners (in the notice delivered by case of a transferor that is a partnership), stockholders (in the case of a transferor that is a corporation) or members (in the case of a transferor that is a limited liability company) of the transferor, in each INVESTOR RIGHTS AGREEMENT case in respect of the beneficial interest of such holder to the Companypartner, stockholder or member. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.16.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel or “no-action” letter referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an Affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 6.2 shall not apply to securities which are not required to bear the legend prescribed by Section 6.1 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior In addition to any restrictions set forth in the Stockholders Agreement, dated as of the date hereof among the Company and the Purchasers, prior to any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 4 or 5 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if reasonably requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice; provided, however, that no such opinion or other documentation shall be required if such notice shall cover a pro rata distribution (without payment of additional consideration) by any Purchaser that is a partnership or limited liability company to its partners or members, as the notice delivered by such holder to the Companycase may be. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act or is pursuant to an effective registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior Subject to the transfer restrictions set forth in Section 9.1, prior to any transfer of any shares of Warrant Stock, and during any period during securities which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to under the Securities Act of 1933, as amended (the "Securities Act"“Restricted Securities”), which transfer may only occur if there is an exemption from the holder thereof registration provisions of the Securities Act and all other applicable securities laws, the Holder shall give written notice to the Company, which notice shall (a) state such holder's Company of the Holder’s intention to effect a transfer such restricted shares (and to comply in all other respects with the transfer requirements of this Warrant; (b) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counseltransfer). The following provisions shall then applyapply to any proposed transfer of Restricted Securities: 3.2.1 (i) If (a) in the opinion of counsel for the holder designated in Holder reasonably satisfactory to the notice Company the proposed transfer may be effected without registration of such shares of Warrant Stock the Restricted Securities under the Securities Act and any applicable (which opinion shall state securities laws, and (b) counsel for in detail the Company shall not have rendered an opinion within 15 days after receipt by the Company basis of the notice required by Section 3.2 that registration is requiredlegal conclusions reached therein), the holder Holder shall thereupon be entitled to transfer such shares of Warrant Stock the Restricted Securities in accordance with the terms of the notice delivered by such holder the Holder to the Company. Each Warrant or certificate, if any, certificate representing the Restricted Securities issued upon or in connection with such any transfer shall bear the appropriate restrictive legend set forth in legends required by Section 3.1, unless in 9.1 hereof. (ii) If the opinion of each such counsel the legend called for in (i) above is no longer required to insure compliance with the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsdelivered, the Company will promptly so notify the holder thereof and the holder Holder shall not be entitled to transfer the shares of Warrant Stock Restricted Securities until either: (x) receipt by the Company of a further notice from such Holder pursuant to the holder under foregoing provisions of this Section 3.2.1 above 9.2 and opinions as to transferabilityfulfillment of the provisions of clause (i) above, or until registration of (y) such shares of Warrant Stock Restricted Securities have been effectively registered under the Securities Act Act. Notwithstanding the foregoing provisions of this Section 9.2, no opinion of counsel shall be necessary for a transfer of Restricted Securities by the Holder to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)securities laws.

Notice of Proposed Transfer. (a) Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 4.1, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"4.2 or 4.3), the holder Holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, pledge, hypothecation or other transfer (the terms of which shall comply with the terms and provisions of the Stockholders’ Agreement). Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Xxxx Xxxxx & Xxxxxxx LLP and Ropes & Xxxx LLP shall be satisfactory) to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel or “no action” letter shall be required (i) for a transfer to one or more (A) partners, retired partners, retired member or members of the notice delivered by transferor (in the case of a transferor that is a partnership or limited liability company) in each case in respect of the beneficial interest of such holder partner, retired partner, retired member or member, (B) stockholders, employees, agents or related individuals of the transferor or to an affiliated corporation (in the Companycase of a transferor that is a corporation) or to any other Permitted Transferee (as defined in the Stockholders’ Agreement), or (C) Affiliates of the Holder, in the case of an institutional or venture capital investor, or to another Person under common management with such Holder, or (ii) for transfers made in accordance with the provisions of Rule 144 (or any rule permitting public sale without registration under the Securities Act) including Rule 144(k). Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. (b) No such opinion of counsel or “no action” letter from the Commission, as set forth in Section 3.2(a) above, shall be entitled to transfer required in the shares of Warrant Stock until receipt event of a further notice from sale, pledge, hypothecation or other transfer of any Registrable Securities to (i) any Affiliate of an Investor, including, without limitation, any venture capital limited partnership now existing or hereafter formed which controls, is controlled by or is under common control with such Investor; (ii) any other Permitted Transferee (as such term is defined in the holder under Section 3.2.1 above Stockholders’ Agreement) of an Investor; and opinions as to transferability(iii) any successors or assigns of any of the foregoing persons, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation transferee agrees in writing to register Warrant Stock other than pursuant be subject to Section 6 below)this Investor Rights Agreement to the same extent as if such transferee were originally a signatory.

Notice of Proposed Transfer. (a) Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 4.1, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"4.2 or 4.3), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel or “no action” letter shall be required (i) for a distribution to one or more partners or members of the notice delivered transferor (in the case of a transferor that is a partnership or limited liability company) in each case in respect of the beneficial interest of such partner or member; (ii) for any transfer by a Preferred Holder to any Affiliate of such holder to Preferred Holder; or (iii) for transfers made in accordance with the Companyprovisions of Rule 144 (or any rule permitting public sale without registration under the Securities Act) including Rule 144(k). Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. (b) No such opinion of counsel or “no action” letter from the Commission, as set forth in Section 3.2(a) above, shall be entitled to transfer required in the shares of Warrant Stock until receipt event of a further notice from sale, pledge, hypothecation or other transfer of any Registrable Securities to (i) any Affiliate of an Investor, including, without limitation, any venture capital limited partnership now existing or hereafter formed which controls, is controlled by or is under common control with such Investor; and (ii) any successors or assigns of any of the holder under Section 3.2.1 above and opinions as to transferabilityforegoing persons, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation transferee agrees in writing to register Warrant Stock other than pursuant be subject to Section 6 below)this Investor Rights Agreement to the same extent as if such transferee were originally a signatory.

Notice of Proposed Transfer. Prior to the transfer any proposed Sale of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 3.3, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"3.4 or 3.5), the holder thereof shall give written notice to the Company, which Company of its intention to effect such Sale and shall otherwise comply with the provisions of this Agreement. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and Sale and, if requested by the Company will promptly submit a copy thereof (it being understood that if such Sale is intended to its be in accordance with the provisions of Rule 144 under the Securities Act, the Company shall not require an opinion of counsel. The following provisions ), shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that an opinion of Xxxxxx and Xxxx LLP shall be considered satisfactory) to the notice effect that the proposed transfer Sale may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and or (bii) counsel for a “no action” letter from the Company shall Commission to the effect that the distribution of such Shares without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such Shares shall thereupon be entitled to transfer such shares of Warrant Stock Shares in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the notice delivered by transferor (in the case of a transferor that is a partnership), members of the transferor (in the case of a transferor that is a limited liability company) or stockholders of the transferor (in the case of a transferor that is a corporation), in each case in respect of the beneficial interest of such holder to the Companypartner, member or stockholder. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. The Company will promptly so notify pay the holder thereof reasonable fees and the holder shall not be entitled to transfer the shares disbursements of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and counsel in connection with all opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than rendered pursuant to this Section 6 below)3.2.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares or Conversion Shares (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners or members of the notice delivered by such holder transferor (in the case of a transferor that is a partnership or a limited liability company, respectively) or to the Companyan affiliated corporation. Each Warrant certificate for Preferred Shares or certificate, if any, issued upon or in connection with such transfer Conversion Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. No Preferred Shares or applicable state law Conversion Shares, or any beneficial interest therein, shall be sold, assigned, transferred, pledged or otherwise disposed of unless and until the transferee thereof has become effective (provided that agreed in writing for the benefit of the Company has no obligation to register Warrant Stock other than pursuant take and hold such Preferred Shares or Conversion Shares subject to, and to Section 6 below)be bound by, the terms of this Agreement.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares or Common Shares (other than under the circumstances described in Sections 4, and during any period during which 5 or 6) owned by a Holder, such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the holder thereof Holder shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel satisfactory to the Company (it being agreed that Xxxxx Xxxxx L.L.P. or Xxxxxx, Hall & Xxxxxxx LLP shall be satisfactory for this purpose) to the holder designated in the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company whereupon such Holder shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer by the notice delivered by such holder Investor to an Affiliate of the Investor. Notwithstanding the foregoing and subject to the restrictions contained in Section 22, Preferred Shares or Common Shares owned by a Holder may not be transferred to a Competitor (as such term is defined in the Second Amended and Restated Investor Rights Agreement, by and among the Company, SeaChange, LGIV and Summit, dated on or around the date hereof, as amended and/or restated from time to time). Each Warrant certificate for Preferred Shares or certificate, if any, issued upon or in connection with such transfer Common Shares transferred as above provided shall bear the appropriate restrictive legend set forth Legend, except that such certificate shall not bear the Legend if (i) such transfer is in Section 3.1, unless in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof transferee and the holder shall not any subsequent transferee would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the Legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 2.3, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"2.4 or 2.5), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and Company, shall be accompanied by either (ci) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a “no-action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto (it being understood that if such transfer, and (b) counsel for in the reasonable opinion of the Company upon advice of its counsel, will be in accordance with Rule 144, the Company shall not have rendered require an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is requiredcounsel or no-action letter), whereupon the holder of such securities shall thereupon be entitled to transfer such shares of Warrant Stock securities in accordance with the terms of its notice; provided, however, that no such opinion of counsel or no-action letter shall be required for a distribution to one or more partners of the notice delivered by transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such holder to the Companypartner or stockholder. Each Warrant All certificates or certificateuncertificated shares, if anyas applicable, issued upon or in connection with such transfer for Registrable Securities transferred as provided above shall bear the appropriate restrictive legend set forth in Section 3.12.1, unless except that such certificate or uncertificated shares shall not bear such legend if (a) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (b) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 2.2 shall not be entitled apply to transfer securities which are not required to bear the shares legend prescribed by Section 2.1 in accordance with the provisions of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares or Conversion Shares (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company to (it being agreed that Xxxxxx, Hall & Xxxxxxx LLP shall be satisfactory) the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to an affiliated corporation of the notice delivered Purchaser. Notwithstanding the foregoing, a holder of Preferred Shares or Conversion Shares may not transfer any Preferred Shares or Conversion Shares to a competitor of the Company, as determined in good faith by such holder to the Board of Directors of the Company. Each Warrant certificate for Preferred Shares or certificate, if any, issued upon or in connection with such transfer Conversion Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Preferred Stock, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners or members of the notice delivered by transferor (in the case of a transferor that is a partnership or a limited liability company, respectively) or to an affiliated corporation (in the case of a transferor that is a corporation) or to any family member, or to any trust, family liability company, family limited partnership or similar estate planning entity for the benefit of any such holder family member of the transferor; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Stock, Conversion Shares or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares or Conversion Shares (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer by a Holder to any affiliate of such Holder or by a Holder that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the notice delivered by date hereof or a limited liability company to a member of such holder limited liability company or a retired member of such limited liability company who retires after the date hereof, or to the Companyestate of any such partner or retired partner and member or retired member or the transfer by gift, will or intestate succession of any partner or member to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Holder hereunder. Each Warrant certificate for Preferred Shares or certificate, if any, issued upon or in connection with such transfer Conversion Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP shall be satisfactory counsel) or other evidence reasonably satisfactory to the notice Company to the effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawslaws (it being understood that no such evidence shall be required with respect to any transfer made to one or more partners, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company members or Affiliates of the notice required by transferor), whereupon (subject to the other provisions of this Section 3.2 that registration is required, 3) the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant certificate for Preferred Shares, Conversion Shares or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided Act. Any transferee of stock for which a legend is required to be borne pursuant to the preceding sentence shall, as a condition to such transfer, execute and deliver to the Company a representation letter in form and substance reasonably satisfactory to the Company’s counsel to the effect that the Company has no obligation transferee is acquiring such stock for its own account, for investment purposes and not with a view to register Warrant Stock other than pursuant to Section 6 below)the distribution thereof.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by Registrable Securities (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Sections 3 or 4), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners of the notice delivered by such holder transferor (in the case of a transferor that is a partnership), to one or more members of the transferor (in the case of a transferor that is a limited liability company) or to an affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Registrable Securities for its own account, for investment purposes and without any view to distribution thereof. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.111, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 12 shall not apply to securities which are not required to bear the legend prescribed by Section 11 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior Notwithstanding any other provisions of this Agreement, prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")Shares, the holder thereof shall give written notice to the CompanyCorporation of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and Corporation, shall be accompanied by either (ci) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the an opinion of counsel for reasonably satisfactory to the holder designated in Corporation to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto (it being understood that if such transfer is intended to be pursuant to the provisions of Rule 144 under the Securities Act, and (b) counsel for the Company Corporation shall not have rendered require an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is requiredcounsel or no-action letter), whereupon the holder of such securities shall thereupon be entitled to transfer such shares of Warrant Stock securities in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Shares transferred as provided above shall bear the appropriate restrictive legend set forth in Section 3.14.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Corporation) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 4.2 shall not be entitled apply to transfer securities which are not required to bear the shares legend prescribed by Section 4.1 in accordance with the provisions of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of the Restricted Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act Act. In the event that (but only in the event that) the holder of such Restricted Stock gives such written notice and any applicable state securities lawsprovides such opinion, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt if requested by the Company of the notice required by Section 3.2 that registration is requiredCompany, the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice, PROVIDED, HOWEVER, that no such opinion or documentation shall be required if the notice delivered pertains to distribution by such any holder pursuant to subpart (b) or (c) of Section 2 of that certain Fourth Amended and Restated Shareholders Agreement between the Companyparties hereto (the "Shareholders Agreement"). Each Warrant or certificate, if any, issued upon or in connection with such transfer instrument for Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such instrument shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion . The foregoing restrictions on transferability of either or both of such counsel the proposed transfer may not legally be effected without registration of the Restricted Stock shall terminate as to any particular shares of Warrant Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or applicable state securities laws, otherwise disposed of in accordance with the Company will promptly so notify intended method of disposition by the holder seller or sellers thereof and set forth in the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of statement concerning such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)shares.

Notice of Proposed Transfer. (a) Prior to the any proposed transfer or other disposition of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by the Company (other than under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 4 or 5), the holder thereof Holder shall give written notice to the Company, which Company of its intention to do so. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render or disposition and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer transaction may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for whereupon the Company Holder shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer or otherwise dispose of such shares of Warrant Restricted Stock in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Stock transferred as provided above shall bear the appropriate legend set forth in Section 2, except that such certificate shall not bear such legend if (a) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule under the Securities Act permitting public sale without registration thereunder) or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or any applicable state securities law. (b) The foregoing restrictions on transfer and disposition of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed by the seller thereof in accordance with a method of disposition set forth in the registration statement covering such shares. Whenever a Holder demonstrates to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such Holder without limitation, such Holder shall be entitled to receive from the Company, without expense, a new certificate representing its shares of Restricted Stock not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Securities constituting Rights Shares (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the notice effect that the proposed transfer of such Restricted Securities may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Securities shall thereupon be entitled to transfer such shares of Warrant Stock Restricted Securities in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant or certificate, if any, issued upon or in connection with certificate for such transfer Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, 2 hereof unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion . The foregoing restrictions on transferability of either or both Restricted Securities constituting Rights Shares shall terminate as to any particular shares of such counsel the proposed transfer may not legally be effected without registration of the Restricted Securities when such shares of Warrant Stock shall have been effectively registered under the Securities Act and sold or applicable state securities laws, otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Securities constituting Rights Shares is able to demonstrate to the Company will promptly so notify (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder thereof and without limitation, or that such Restricted Securities is otherwise freely transferable without registration under the Securities Act, such holder of shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice receive from the holder under Section 3.2.1 above Company, without expense, a new certificate such Restricted Securities not bearing the restrictive legend. Matters pertaining to the transfer of Restricted Securities constituting Common Shares, Conversion Shares and opinions as to transferability, or until registration of such shares of Warrant Stock Notes (other than under the Securities Act circumstances described in Sections 4, 5 or 6 hereof) shall be governed, to the extent provided for therein, by the applicable state law has become effective (provided that provisions of the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Supplemental Agreement, in the case of Common Shares, and the Indenture, in the case of the Conversion Shares and the Notes.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933or Investor Shares, as amended the case may be, (other than under the "Securities Act"circumstances described in Section 4, 5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to enable counsel the Company (it being agreed that Nossaman, Guthner, Knox & Elliott, LLP shall be satisfactory) to render the opinions referred to below; and (c) designate counsel for effect that xxx proxxxxx xransfer of the Restricted Stock or Investor Shares, as the case may be, may be effected without registration under the Securities Act, whereupon the holder giving of such Restricted Stock or Investor Shares, as the case may be, shall be entitled to transfer such Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of its notice. The holder giving ; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall submit cover a copy thereof distribution by Welsh, Carson, Anderson & Stowe VII, L.P. ("WCAS VII") or WCAS Healthcare Parxxxxx, X.P. xx xheir respective partners; and FURTHER PROVIDED, that no such opinion or documentation shall be required if such notice shall cover a transfer by Baylor Health Services ("Baylor") to an entity to which Baylor may transfer its membership interest in Texas Health Ventures Group L.L.C. ("THVGl") under Section 4.1(a) of the Second Amended and Restated Regulations of THVGl dated as of June 1,1999, so long as Baylor delivers other evidence, reasonably acceptable to the counsel designated in such notice and Company, to the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act Act. Each certificate for Restricted Stock or Investor Shares, as the case may be, transferred as above provided shall bear the legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any applicable state securities laws, and subsequent transferee (b) counsel for the Company shall not have rendered other than an opinion within 15 days after receipt by the Company affiliate of the notice required by Section 3.2 that registration is required, the holder shall thereupon Company) would be entitled to transfer such shares securities in a public sale without registration under the Securities Act." 4. Schedule I to the Registration Rights Agreement is hereby amended by adding the following Baylor notice information under the heading of Warrant Stock "Restricted Stockholders": Baylor Health Services 3500 Gaston Avenue Dallas, Texas 75246 Xxxxxxxxx: M. Timothy Parris, Chief Operating Officer Fax Number: (000) 000-0000 5. The Registration Rights Agreement, as amendxx xx xxxx Xxxndment, is hereby in all respects confirmed. 6. This Amendment shall be governed by and construed in accordance with the terms laws of the notice delivered by such holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion State of each such counsel the legend is no longer required to insure compliance with the Securities ActDelaware. 3.2.2 If 7. This Amendment may be executed in the opinion two or more counterparts, each of either or both which shall be deemed an original, but all of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof which together shall constitute one and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferabilitysame instrument. UNITED SURGICAL PARTNERS INTERNATIONAL, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).INC. By /s/ SUE H. SHELLEY Sue H. Shxxxxx Executive Xxxx Xxxxxxxxt BAYLOR HEALTH SERVICES By /s/ M. TIMOTHY PARRIS Name M. Timothx Xxxxxx Title EVP WELSH, CARSON, ANDERSON & STOWE VII, L.P. By: WCAS VII Partners L.P. General Partner By: /s/ LAURA VANBUREN Lauxx XxxXxxxx Genxxxx Xxxxxxx WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners General Partner By: /s/ LAURA VANBUREN Lauxx XxxXxxxx Attxxxxx-xx-Xxxx

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 4 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of such Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice; provided, however, that in the case of any Investor that is a partnership, no such opinion or other documentation shall be required if such notice delivered shall cover a transfer by such holder partnership to its partners and provided, further, however, that the Companyshares so transferred shall remain subject to this Agreement. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate representing the Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) and is not made by an affiliate of the Company or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or the sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless 2 in exchange for the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration surrender of the shares of Warrant Stock under existing certificate, which shall be marked canceled by the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Company.

Notice of Proposed Transfer. (a) Prior to the any proposed sale or other transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by Restricted Securities (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 3.4 or 3.5), the holder thereof shall give written notice to the Company, which Company of its intention to effect such sale or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such share shall thereupon be entitled to transfer such shares of Warrant Stock share in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act), or (ii) the opinion of each counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. The Company will promptly so notify not unreasonably refuse to accept an opinion of counsel required hereby signed by counsel for a Shareholder. (b) No such opinion of counsel or "no action" letter from the holder thereof and Commission, as set forth in Section 3.2(a) above, shall be required in the holder shall not be entitled to transfer the shares of Warrant Stock until receipt event of a further notice from sale or other transfer of any Registrable Securities to (i) any Affiliate of a Shareholder, including, without limitation, any venture capital limited partnership now existing or hereafter formed which controls, is controlled by or is under common control with such Shareholder; (ii) one or more partners or members of the holder under Section 3.2.1 above and opinions as transferor (in the case of a transferor that is a partnership, limited liability company or fund), to transferability, a shareholder (in the case of a transferor that is a corporation) or until registration to a trust grantor (in the case of a transferor that is a trust) in each case in respect of the beneficial interest of such shares partner, shareholder or trust; or (iii) any successors or assigns of Warrant Stock under any of the Securities Act or applicable state law has become effective (foregoing persons, provided that the Company has no obligation transferee agrees in writing to register Warrant Stock other than pursuant be subject to Section 6 below)this Agreement to the same extent as if such transferee were originally a signatory.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Restricted Stock or Management Stock, and during any period during which such shares of Warrant Stock are not as the case may be (other than in a registered offering as contemplated by the Company under an effective registration statement filed pursuant to the Securities Act of 1933Sections 4, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for whereupon, subject to the Company shall not have rendered an opinion within 15 days after receipt by the Company terms of the notice required by Section 3.2 that registration is requiredStockholders' Agreement, the such holder shall thereupon be entitled to transfer such shares of Warrant Stock securities in accordance with the terms of its notice; provided, however, that no such opinion shall be required if such notice shall cover a distribution by a holder of Restricted Stock that is a partnership or limited liability company to a partner or member of such holder if such distribution is made after the notice delivered expiration of the holding period specified with respect thereto in Rule 144(d)(1) under the Securities Act, pro rata in accordance with the respective partnership or limited liability company agreement of such Purchaser without payment of additional consideration therefor by such holder to the Companypartners or members. Each Warrant certificate for Restricted Stock or certificateManagement Stock, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an Affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act Act. If at any time after an initial public offering of the Common Stock, any holder of Restricted Stock or applicable state law has become effective Management Stock shall intend to sell such securities publicly (provided that if permitted by Section 2 of the Company has no obligation to register Warrant Stock Stockholders' Agreement and other than pursuant in a registered offering as contemplated by Sections 4, 5 or 6 hereof) or to Section 6 below).distribute such securities in a manner that is likely to result in sales into the public market, such holder shall give notice of such intention to the Company, each Institutional Investor and TPC and shall refrain from effecting any such sale or distribution for a period of five days. If other holders shall have given notice of a similar intention at any time prior to the end of such five day period, the holders of Restricted Stock or Management Stock expressing such intention shall endeavor, subject to the provisions of the

Notice of Proposed Transfer. (a) Prior to the any proposed transfer of any shares Restricted Security (other than to a Permitted Transferee (as defined in the Stockholders' Agreement) of Warrant Stocksuch holder, and during any period during which such shares of Warrant Stock are not in a registered offering as contemplated by the Company under an effective registration statement filed Section 4, 5, 6 or 7 hereof or in a transfer pursuant to the Securities Act of 1933, Rule 144A as amended (the "Securities Act"contemplated by Section 8 hereof), the holder thereof shall give written notice to the CompanyCompany (or, which in the case of Restricted Notes, the Co-Issuers) of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for whereupon, subject to the Company shall not have rendered an opinion within 15 days after receipt by the Company terms of the notice required by Section 3.2 that registration is requiredStockholders' Agreement, the such holder shall thereupon be entitled to transfer such shares of Warrant Stock securities in accordance with the terms of its notice; PROVIDED that no such opinion shall be required if such notice shall cover a distribution by a holder of Restricted Securities that is a partnership or limited liability company to a partner or member of such holder if such distribution is made after the notice delivered expiration of the holding period specified with respect thereto in Rule 144(d)(1) under the Securities Act, pro rata in accordance with the respective partnership or limited liability company agreement of such holder without payment of additional consideration therefor by such partners or members (each such distribution, a "DISTRIBUTION IN KIND"). (b) Whenever a holder of Restricted Securities is able to provide a written opinion of counsel to the Company. Each Warrant or certificateCompany (and its counsel) to the effect that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, if anysuch holder of Restricted Securities shall be entitled to receive from the Company (or, issued upon or in connection with such transfer shall bear the appropriate case of Restricted Notes, the Co-Issuers), without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Stock or Conversion Shares (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company (it being agreed that Xxxxxxx Procter LLP shall be satisfactory) to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners or members of the notice delivered by transferor (in the case of a transferor that is a partnership or a limited liability company, respectively, or to a liquidating trust for the benefit of such holder partners or members) or to an affiliated corporation (in the case of a transferor that is a corporation) or from a grantor trust to its grantors; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Stock or certificate, if any, issued upon or in connection with such transfer Conversion Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is made in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Sections 5, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"6 or 7 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in the notice effect that the proposed transfer of such Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that in the case of any holder of Preferred Stock that is a partnership or limited liability company, no such opinion or other documentation shall be required if such notice delivered shall cover a pro-rata distribution by such partnership or limited liability company to its partners or members; PROVIDED, FURTHER, that no such opinion or other documentation shall be required if such notice shall describe the transfer (i) from a holder of Restricted Stock to a shareholder, affiliate, spouse or lineal descendant of such person or (ii) from one News Group Company (as hereinafter defined) to another News Group Company, provided that, in each such case, any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of the Agreement and be deemed a Stockholder for purposes of this Agreement. For purposes of this section, a "News Group Company" shall mean British Sky Broadcasting plc and any other entity, affiliate, person or joint venture, including any successors, in which News Corporation (X) holds at least a 25% voting or non-voting equity interest and (Y) possesses the power, either directly or indirectly, to direct or participate in the direction of management and policies of such entity, affiliate, person or joint venture, whether through the ownership of voting securities, by contract or otherwise. Each Warrant or certificateIn addition to any legend required by the Stockholders Agreement, if any, issued upon or in connection with such transfer each certificate representing the Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 3, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the reasonable satisfaction of the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act (or subsequent similar rule) are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act3. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2.4. Prior to the any proposed transfer of any shares of Warrant StockRestricted Securities, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective unless there is in effect a registration statement filed pursuant to under the Securities Act of 1933, as amended (covering the "Securities Act")proposed transfer, the holder thereof shall give written notice to the Company, which notice shall (a) state Company of such holder's intention to transfer effect such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of legal counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice who shall submit a copy thereof be reasonably satisfactory to the counsel designated in such notice and Company addressed to the Company will promptly submit a copy thereof and reasonably satisfactory in form and substance to its the Company's counsel. The following provisions shall then apply: 3.2.1 If (a) in , to the opinion of counsel for the holder designated in the notice effect that the proposed transfer of the Restricted Securities may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state Act, or (ii) (x) a "no action letter" from the Commission to the effect that the transfer of such securities laws, without registration will not result in a recommendation by such staff that action be taken with respect thereto and (by) counsel a copy of such holder's request (together with all supplements or amendments thereto) for such letter which shall have been provided to the Company shall not have rendered an opinion within 15 days after receipt by at or prior to the Company time of first delivery to the notice required by Section 3.2 that registration is requiredCommission's staff, whereupon the holder of such Restricted Securities shall thereupon be entitled to transfer such shares of Warrant Stock Restricted Securities in accordance with the terms of the notice delivered by such the holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate evidencing the Restricted Securities transferred as provided for above shall bear the appropriate restrictive legend set forth in Section 3.12.3 above, unless except that such certificate shall not bear such restrictive legend if, in the opinion of each counsel for the Company or counsel for such holder, which opinion and counsel shall be satisfactory to counsel for the Company, such legend is no longer not required in order to insure establish compliance with any provisions of the Securities Act. 3.2.2 If in . Notwithstanding the provisions above, no such opinion of either counsel or both "no action letter" shall be necessary for a transfer by an Investor (i) which is a partnership to a partner of such counsel partnership or a retired partner of such partnership who retires after the proposed date hereof, or to the estate of any such partner or retired partner or the transfer may not legally be effected without registration by gift, will or intestate succession of any partner to his or her spouse or to the shares siblings, lineal descendants or ancestors of Warrant Stock under the Securities Act such partner or applicable state securities lawshis or her spouse, or (ii) to an affiliate of an Investor if, in each case, the Company will promptly so notify transferee agrees in writing to be subject to the holder thereof and terms hereof to the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions same extent as to transferability, if he or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)she were an original Investor hereunder.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of the Restricted Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act Act. In the event that (but only in the event that) the holder of such Restricted Stock gives such written notice and any applicable state securities lawsprovides such opinion, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt if requested by the Company of the notice required by Section 3.2 that registration is requiredCompany, the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice, PROVIDED, HOWEVER, that no such opinion or documentation shall be required if the notice delivered pertains to distribution by such any holder pursuant to subpart (b) or (c) of Section 2 of that certain Fourth Amended and Restated Shareholders Agreement of even date herewith between the Companyparties hereto (the "Shareholders Agreement"). Each Warrant or certificate, if any, issued upon or in connection with such transfer instrument for Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such instrument shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion . The foregoing restrictions on transferability of either or both of such counsel the proposed transfer may not legally be effected without registration of the Restricted Stock shall terminate as to any particular shares of Warrant Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or applicable state securities laws, otherwise disposed of in accordance with the Company will promptly so notify intended method of disposition by the holder seller or sellers thereof and set forth in the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of statement concerning such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)shares.

Notice of Proposed Transfer. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the Investor to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) in transactions involving the transfer without consideration of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered Restricted Securities by the Company Investor during his lifetime by way of gift or on death by will or intestacy, (iv) in transactions involving the transfer or distribution of Restricted Securities by a corporation to any subsidiary, parent or affiliated corporation of such corporation, or (v) in transactions in compliance with Rule 144 promulgated under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities ActRule 144"), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company, which notice shall (a) state Company of such holder's intention to transfer effect such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail to enable detail, and shall be accompanied, at such holder's expense by either (i) an unqualified written opinion of legal counsel to render the opinions referred to below; who shall be, and (c) designate counsel for the holder giving such notice. The holder giving such notice whose legal opinion shall submit a copy thereof be, reasonably satisfactory to the counsel designated in such notice and Company addressed to the Company will promptly submit a copy thereof Company, to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice effect that the proposed transfer of the Restricted Securities may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such Restricted Securities shall thereupon be entitled to transfer such shares of Warrant Stock Restricted Securities in accordance with the terms of the notice delivered by such the holder to the Company. Each Warrant or certificatecertificate evidencing the Restricted Securities transferred as above provided shall bear, except if any, issued upon or in connection with such transfer shall bear is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3.13 above, unless except that such certificate shall not bear such restrictive legend if, in the opinion of each counsel for such counsel holder and the Company, such legend is no longer not required in order to insure establish compliance with any provision of the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Restricted Stock or Founders Stock, and during any period during which such shares of Warrant Stock are not registered by as the Company case may be (other than under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Hewitt, Maynard & Kristol xx xxx xxxxx xx satisfactory) to the notice effect that the proposed transfer of the Restricted Stock or Founders Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock or Founders Stock, as the case may be, shall thereupon be entitled to transfer such shares of Warrant Restricted Stock or Founders Stock, as the case may be, in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant certificate for Restricted Stock or certificateFounders Stock, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock and Founders Stock shall terminate as to any particular shares of Restricted Stock or Founders Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Founders Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Founders Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. (a) Prior to the any proposed transfer or other disposition of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by the Company Registrable Security (other than under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 2), the holder thereof shall give written notice to the Company, which Goldleaf of its intention to do so. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to or disposition and, if requested by Goldleaf and except as provided below; and (c) designate counsel for the holder giving such notice. The holder giving such notice , shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to Goldleaf to the holder designated in the notice effect that the proposed transfer transaction may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder shall thereupon be entitled to transfer or otherwise dispose of such shares of Warrant Stock Registrable Security in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as provided above shall bear the appropriate restrictive legend set forth in Section 3.13, unless except that such certificate shall not bear such a legend (and the restrictions on transfer set forth in this Agreement shall not apply) if (a) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule under the Securities Act permitting public sale without registration thereunder) or (b) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of Goldleaf) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or any applicable state securities lawslaw. Notwithstanding anything in this Agreement to the contrary, the Company Goldleaf will promptly so notify not require opinions of counsel for transactions made pursuant to Rule 144 unless, after consultation with the holder thereof and the holder shall that intends to engage in such transaction, Goldleaf has a reasonable basis for believing that such disposition may not be entitled made pursuant to Rule 144. (b) The foregoing restrictions on transfer the and disposition of Registrable Securities shall terminate as to any particular shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of Registrable Securities when such shares of Warrant Stock shall have been effectively registered under the Securities Act and sold or applicable state law has become effective otherwise disposed by the seller thereof in accordance with the method of disposition set forth in the registration statement covering such shares. Whenever a holder of Registrable Securities demonstrates to Goldleaf (provided and its counsel) that the Company has no obligation provisions of Rule 144 of the Securities Act are available to register Warrant Stock other than pursuant such holder without condition (e.g., volume limitations, current public information requirements, manner of sale restrictions and Form 144 filing obligations) with respect to some or all of its Registrable Securities, such holder shall be entitled to receive from Goldleaf, without expense, a new certificate representing such shares of Registrable Securities not bearing the legend set forth in Section 6 below)3.

Notice of Proposed Transfer. Prior to the any proposed transfer of --------------------------- any shares share of Warrant StockRestricted Stock or Founders Stock (other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Kalow, Springut & Xxxxxxxx LLP shall be satisfactory) to the notice effect that the proposed transfer of the Founders Stock or Restricted Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawslaw, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder shall thereupon be entitled to of such Founders Stock or Restricted Stock, as the case may be, may transfer such shares of Warrant Founders Stock or Restricted Stock, as the case may be, in accordance with the terms of its notice; provided, however, that -------- ------- no such opinion or other documentation shall be required if such notice states that no value is being given for the notice delivered transfer and covers (i) a distribution by such holder a partnership to its partners or by a limited liability company to its members or (ii) a transfer by a partnership, corporation or limited liability company to an affiliated entity or an entity that is under common management with the Companytransferring partnership, corporation or limited liability company. Each Warrant certificate of Founders Stock or certificateRestricted Stock, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until Public Sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the Company has no obligation to register Warrant Stock other than pursuant to legend prescribed by Section 6 below)2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Section 2.3, as amended (the "Securities Act"2.4 or 2.5), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners or members of the notice delivered by such holder transferor (in the case of a transferor that is a partnership or a limited liability company, respectively) or to an affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Shares, Conversion Shares or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Each holder of shares of Series A Preferred Stock, by his acceptance of such shares, agrees to comply in all respects with the provisions of this Section 11. Prior to the any proposed transfer of any shares of Warrant Series A Preferred Stock or Common Stock underlying the Series A Preferred Stock, and during any period during which such shares except in the case of Warrant Stock are not registered by the Company under an effective registration statement filed thereof pursuant to the Securities Act of 1933, as amended (the "Securities Act")amended, the holder thereof shall give written notice to the Company, which notice shall (a) state Corporation of such holder's intention to transfer of effect such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such noticetransfer. The holder giving Each such notice shall submit describe the manner and circumstances of such transfer in reasonable detail, and shall be accompanied by (i) a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the written opinion of counsel for reasonably satisfactory to the holder designated in Corporation, addressed to the notice corporation, to the effect that the proposed transfer may be effected without registration of the Series A Preferred Stock or the Common Stock underlying the Series A Preferred Stock, or (ii) written assurance from the Securities Exchange commission ("SEC") that the SEC will not recommend any action be taken by it in the event such transfer is effected without registration under such Act. Such proposed transfer may be effected only if the Corporation shall have received such notice and such opinion of counsel or written assurance, whereupon the holder of such shares of Warrant Series A Preferred Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company or Common Stock underlying such shares of Series A Preferred Stock shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Series A Preferred Stock or Common Stock underlying such shares of series A Preferred Stock in accordance with the terms of the notice delivered by such holder to the Companynotice. Each Warrant certificate evidencing shares of Series A Preferred Stock or certificate, if any, issued upon or in connection with such transfer shares of Common Stock underlying shares of series A Preferred Stock so transferred shall bear the appropriate restrictive legend set forth in this Section 3.111, unless and each uncertificated share of Series A Preferred Stock so transferred shall have entered against it in the Corporation's stock transfer ledger or other similar records a "stop transfer" legend, except that either such legend may be removed if the opinion of each counsel or written assurance is to the further effect that no such counsel legend nor the legend is no longer restrictions on transfer in this Section 11 are required in order to insure ensure compliance with the Securities such Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in SECTION 4 or 5 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the whereupon such holder shall thereupon be entitled to transfer such shares of Warrant Stock securities in accordance with the terms of the notice delivered its notice; PROVIDED, HOWEVER, that no such opinion of counsel shall be required for a transfer by a holder of Restricted Stock (x) to an Affiliate of such holder or (y) in the case of a holder that is a partnership, to a partner or employee of such holder or a retired partner or retired employee of such holder who retires after the date hereof, or to the Companyestate of any such partner, retired partner, employee or retired employee, or a transfer by gift, will or intestate succession from any holder of Restricted Stock to his or her spouse or members of his or her or his or her spouse's family or a trust for the benefit of any of the foregoing persons, in any such case set forth in clauses (x) and (y), only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an original holder of Restricted Stock hereunder. Each Warrant or certificate, if any, issued upon or in connection with such transfer All Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1SECTION 2, unless except that such securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the notice effect that the proposed transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of the its notice; provided, however, that no such opinion or other documentation shall be required if such notice delivered shall cover a distribution by such holder Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. or WCAS Information Partners, L.P. to the Companyits partners. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Preferred Stock, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners or members of the notice delivered by transferor (in the case of a transferor that is a partnership or a limited liability company, respectively) or to an affiliated corporation (in the case of a transferor that is a corporation) or to any family member, or to any trust, family liability company, family limited partnership or similar estate planning entity for the benefit of any such holder family member of the transferor; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Stock, Conversion Shares or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Restricted Stock or Founders Stock, and during any period during which such shares of Warrant Stock are not registered by as the Company case may be (other than under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol is and shall be satisfactory) to the notice effect that the proposed transfer of the Restricted Stock or Founders Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock or Founders Stock, as the case may be, shall thereupon be entitled to transfer such shares of Warrant Restricted Stock or Founders Stock, as the case may be, in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant certificate for Restricted Stock or certificateFounders Stock, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock and Founders Stock shall terminate as to any particular shares of Restricted Stock or Founders Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Founders Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Founders Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. (a) Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 3.3, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"3.4 or 3.5), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion of counsel or "no action" letter shall be required for a distribution to one or more partners or members of the notice delivered by transferor (in the case of a transferor that is a partnership or limited liability company), to a stockholder (in the case of a transferor that is a corporation) or to a trust grantor (in the case of a transferor that is a trust) in each case in respect of the beneficial interest of such holder to the Companypartner, stockholder or trust. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities lawswhich are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by the original holder's counsel (it being agreed that an opinion of Xxxxxxxx Xxxxx & Deutsch LLP shall be considered satisfactory), the Company will promptly so notify pay the holder thereof reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 3.2. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (b) No such opinion of counsel or "no action" letter from the holder Commission, as set forth in Section 3.2(a) above, shall not be entitled to transfer required in the shares of Warrant Stock until receipt event of a further notice from sale, pledge, hypothecation or other transfer of any Registrable Securities to (i) any Affiliate of an Investor, including, without limitation, any venture capital limited partnership now existing or hereafter formed which controls, is controlled by or is under common control with such Investor; and (ii) any successors or assigns of any of the holder under Section 3.2.1 above and opinions as to transferabilityforegoing persons, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation transferee agrees in writing to register Warrant Stock other than pursuant be subject to Section 6 below)this Agreement to the same extent as if such transferee were originally a signatory.

Notice of Proposed Transfer. (a) Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 4.1, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"4.2 or 4.3), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel or “no action” letter shall be required (i) for a distribution to one or more partners or members of the notice delivered transferor (in the case of a transferor that is a partnership or limited liability company) in each case in respect of the beneficial interest of such partner or member; (ii) for any transfer by a Series A Holder to any Affiliate of such holder to Series A Holder; or (iii) for transfers made in accordance with the Companyprovisions of Rule 144 (or any rule permitting public sale without registration under the Securities Act) including Rule 144(k). Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 3.2, shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. (b) No such opinion of counsel or “no action” letter from the Commission, as set forth in Section 3.2(a) above, shall be entitled to transfer required in the shares of Warrant Stock until receipt event of a further notice from sale, pledge, hypothecation or other transfer of any Registrable Securities to (i) any Affiliate of an Investor, including, without limitation, any venture capital limited partnership now existing or hereafter formed which controls, is controlled by or is under common control with such Investor; and (ii) any successors or assigns of any of the holder under Section 3.2.1 above and opinions as to transferabilityforegoing persons, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation transferee agrees in writing to register Warrant Stock other than pursuant be subject to Section 6 below)this Investor Rights Agreement to the same extent as if such transferee were originally a signatory.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Section 2.3, as amended (the "Securities Act"2.4, 2.5 or 2.6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners or members of the notice delivered by such holder transferor (in the case of a transferor that is a partnership or a limited liability company, respectively) or to an affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Shares, Conversion Shares or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Sections 5, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"6 or 7 hereof), the holder Holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in the notice effect that the proposed transfer of such Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for whereupon the Company Holder of such Restricted Stock shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice; provided, however, that in the case of any Holder of Restricted Stock that is a partnership or limited liability company, no such opinion or other documentation shall be required if such notice delivered shall cover a pro-rata distribution by such holder partnership or limited liability company to its partners or members; provided, further, that no such opinion or other documentation shall be required if such notice shall describe the Companytransfer from a Holder of Restricted Stock to a shareholder, affiliate, spouse or lineal descendant of such person, so long as, any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement and be deemed a Holder for purposes of this Agreement. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate representing the Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 3, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a Holder of Restricted Stock is able to demonstrate to the reasonable satisfaction of the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act (or subsequent similar rule) are available to such Holder without limitation, such Holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.13. Notwithstanding anything to the contrary herein, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder Qualcomm shall not be entitled subject to transfer the shares of Warrant Stock until receipt of a further notice from legend requirements set forth in Section 3 or the holder under foregoing restrictions on transferability set forth in this Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)4.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit be accompanied by a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the written opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that either Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP or Xxxxx, Xxxxx & Xxxxx shall be satisfactory) to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion of counsel shall be required for a transfer to one or more partners of the notice delivered by such holder transferor (in the case of a transferor that is a partnership), to one or more members of the transferor (in the case of a transferor that is a limited liability company) or to an affiliated corporation (in the case of a transferor that is a corporation); PROVIDED, FURTHER, HOWEVER, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Restricted Stock for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Shares or certificate, if any, issued upon or in connection with such transfer Conversion Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the Investor to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) in transactions involving the transfer without consideration of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered Restricted Securities by the Company under an effective Investor during his lifetime by way of gift or on death by will or intestacy, (iv) in transactions involving the transfer or distribution of Restricted Securities by a corporation to any subsidiary, parent or affiliated corporation of such corporation, or (v) in transactions in compliance with Rule 144), unless there is in effect a registration statement filed pursuant to under the Securities Act of 1933, as amended (covering the "Securities Act")proposed transfer, the holder thereof shall give written notice to the Company, which notice shall (a) state Company of such holder's intention to transfer effect such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail to enable detail, and shall be accompanied, at such holder's expense by either (i) an unqualified written opinion of legal counsel to render the opinions referred to below; who shall be, and (c) designate counsel for the holder giving such notice. The holder giving such notice whose legal opinion shall submit a copy thereof be, reasonably satisfactory to the counsel designated in such notice and Company addressed to the Company will promptly submit a copy thereof Company, to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice effect that the proposed transfer of the Restricted Securities may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such Restricted Securities shall thereupon be entitled to transfer such shares of Warrant Stock Restricted Securities in accordance with the terms of the notice delivered by such the holder to the Company. Each Warrant or certificatecertificate evidencing the Restricted Securities transferred as above provided shall bear, except if any, issued upon or in connection with such transfer shall bear is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3.13 above, unless except that such certificate shall not bear such restrictive legend if, in the opinion of each counsel for such counsel holder and the Company, such legend is no longer not required in order to insure establish compliance with any provision of the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the notice effect that the proposed transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of the its notice; provided, however, that no such opinion or other documentation shall be required if such notice delivered shall cover a distribution by such holder Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. or WCAS Healthcare Partners, L.P. to the Companytheir respective partners. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 4 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of such Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice; provided, however, that in the case of any Buyer that is a partnership, no such opinion or other documentation shall be required if such notice delivered shall cover a transfer by such holder partnership to its partners and provided, further, however, that the Companyshares so transferred shall remain subject to this Agreement. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate representing the Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) and is not made by an affiliate of the Company or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or the sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless 2 in exchange for the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration surrender of the shares of Warrant Stock under existing certificate, which shall be marked canceled by the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Company.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Shares, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Section 2.3, as amended (the "Securities Act"2.4, 2.5 or 2.6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners or members of the notice delivered by such holder transferor (in the case of a transferor that is a partnership or a limited liability company, respectively) or to an affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each Warrant certificate for Preferred Shares, Conversion Shares or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock--------------------------- Preferred Shares, and during any period during which such shares of Warrant Conversion Shares or Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 4, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP and Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a -------- ------- transfer to one or more partners of the notice delivered by such holder transferor (in the case of a transferor that is a partnership), to one or more members of the transferor (in the case of a transferor that is a limited liability company) or to an affiliated corporation (in the case of a transferor that is a corporation); provided, -------- further, however, that any transferee other than a partner or affiliate of the ------- ------- transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Restricted Stock for its own account, for investment purposes and without any view to distribution thereof, and further agreeing to become bound to this Agreement as a holder of Restricted Stock . Each Warrant certificate for Preferred Shares or certificate, if any, issued upon Conversion Shares or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 . The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. If in the Company does not accept an opinion of either counsel required hereby signed by Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, the Company will promptly so notify pay the holder thereof reasonable fees and the holder shall not be entitled to transfer the shares disbursements of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and other counsel in connection with all opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than rendered by them pursuant to this Section 6 below)3.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof (it being understood that if such transfer is intended to its be in accordance with the provisions of Rule 144, the Company shall generally not require an opinion of counsel. The following provisions ), shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company (PROVIDED, HOWEVER, that if counsel to the notice Company disagrees with such opinion, the parties shall seek a no-action letter from the Commission with respect to such matter) to the effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion of counsel shall be required for a transfer to one or more partners of the notice delivered by such holder transferor (in the case of a transferor that is a partnership) or to an affiliated corporation (in the Companycase of a transferor that is a corporation). Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 . The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. If in the Company does not accept an opinion of either or both of such counsel required hereby signed by the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsoriginal holder's general counsel, the Company will promptly so notify pay the holder thereof reasonable fees and the holder shall not be entitled to transfer the shares disbursements of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and other counsel in connection with all opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than rendered by them pursuant to this Section 6 below)3.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933or Investor Shares, as amended the case may be, (other than under the "Securities Act"circumstances described in Section 4, 5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Nossaman, Guthner, Xxxx & Xxxxxxx, LLP shall be satisfactory) to the notice effect that the proposed transfer of the Restricted Stock or Investor Shares, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock or Investor Shares, as the case may be, shall thereupon be entitled to transfer such shares of Warrant Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of the its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice delivered shall cover a distribution by such holder Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. ('"WCAS VII") or WCAS Healthcare Partners, L.P. to the Companytheir respective partners. Each Warrant certificate for Restricted Stock or certificateInvestor Shares, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock or Investor Shares shall terminate as to any particular shares of Restricted Stock or Investor Shares when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Investor Shares is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) (or other equivalent rule) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Investor Shares shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the transfer of any shares of Common Stock issued upon the exercise of this Warrant Stock, and during any period during which such shares of Warrant Common Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), ) the holder thereof shall give written notice to the Company, which notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; , and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 4.2.1 If (a) in the opinion of counsel for the holder designated in the notice the proposed transfer may be effected without registration of such shares of Warrant Common Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the such written notice required by Section 3.2 that such registration is required, the such holder shall thereupon be entitled to transfer such shares of Warrant Common Stock in accordance with the terms of the notice delivered by such holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.14.1, unless in the opinion of each such counsel the such legend is no longer required to insure compliance with the Securities Act. If for any reason counsel for the Company (after having been furnished with the information required to be furnished by clause (a) of this Section 4.2) shall fail to deliver an opinion to the Company as aforesaid, then for all purposes of this Warrant the opinion of counsel for the Company shall be deemed to be the same as the opinion of counsel for such holder. 3.2.2 4.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the such shares of Warrant Common Stock under the Securities Act or applicable state securities lawslaws (such opinion or opinions to state the basis of the legal conclusions reached therein), the Company will promptly so notify the holder thereof and the thereafter such holder shall not be entitled to transfer the such shares of Warrant Common Stock until receipt of a further notice from the holder under Section 3.2.1 4.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Common Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)effective.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933or Investor Shares, as amended the case may be, (other than under the "Securities Act"circumstances described in Section 4, 5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to enable counsel the Company (it being agreed that Nossaman, Guthner, Xxxx & Xxxxxxx, XX" shall be satisfactory) to render the opinions referred to below; and (c) designate counsel for effect that the proposed transfer of the Restricted Stock or Investor Shares, as the case may be, may be effected without registration under the Securities Act, whereupon the holder giving of such Restricted Stock or Investor Shares, as the case may be, shall be entitled to transfer such Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of its notice. The holder giving ; provided, however, that no such opinion or other documentation shall be required if such notice shall submit cover a copy thereof distribution by Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. ("WCAS VII") or WCAS Healthcare Partners, L.P. to their respective partners; and further provided, that no such opinion or documentation shall be required if such notice shall cover a transfer by Baylor Health Services ("Baylor") to an entity to which Baylor may transfer its membership interest in Texas Health Ventures Group L.L.C. ("THVG I") under Section 4.1(a) of the Second Amended and Restated Regulations of THVG I dated as of June 1, 1999, so long as Baylor delivers other evidence, reasonably acceptable to the counsel designated in such notice and Company to the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act Act. Each certificate for Restricted Stock or Investor Shares as the case may be, transferred as above provided shall bear the legend set forth in Section 2 unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any applicable state securities laws, and subsequent transferee (b) counsel for the Company shall not have rendered other than an opinion within 15 days after receipt by the Company affiliate of the notice required by Section 3.2 that registration is required, the holder shall thereupon Company) would be entitled to transfer such shares securities in a public sale without registration under the Securities Act." 4. Schedule I to the Registration Rights Agreement is hereby amended by adding the following Baylor notice information under the heading of Warrant Stock "Restricted Stockholders": Baylor Health Services 0000 Xxxxxx Xxxxxx Dallas, Texas 75246 Attention: M. Xxxxxxx Xxxxxx, Chief Operating Officer Fax Number: (000) 000-0000 5. The Registration Rights Agreement, as amended by this Amendment, is hereby in all respects confirmed. 6. This Amendment shall be governed by and construed in accordance with the terms laws of the notice delivered by such holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion State of each such counsel the legend is no longer required to insure compliance with the Securities ActDelaware. 3.2.2 If 7. This Amendment may be executed in the opinion two or more counterparts, each of either or both which shall be deemed an original, but all of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof which together shall constitute one and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferabilitysame instrument. UNITED SURGICAL PARTNERS INTERNATIONAL, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).INC. By /s/ Xxx X. Xxxxxxx ---------------------------------- Xxx X. Xxxxxxx Executive Vice President BAYLOR HEALTH SERVICES By /s/ M. Xxxxxxx Xxxxxx ---------------------------------- Name M. Xxxxxxx Xxxxxx Title Executive Vice President WELSH, CARSON, XXXXXXXX & XXXXX VII, L.P. By: WCAS VII Partners, L.P. General Partner By /s/ Xxxxx XxxXxxxx ---------------------------- Xxxxx XxxXxxxx General Partner WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners General Partner By /s/ Xxxxx XxxXxxxx ---------------------------- Xxxxx XxxXxxxx Attorney-in-Fact

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the notice effect that the proposed transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of the its notice; provided, however, that no such opinion or other documentation shall be required if such notice delivered shall cover a distribution by such holder any of you which is a partnership to the Companyyour respective partners. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate of Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section2, unless (i)such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii)the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities ActSection2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. The holder of each certificate --------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the Investor to any of its partners, retired partners, members or retired members or to the estate of any of its partners, retired partners, members or retired members, (iii) in transactions involving the transfer without consideration of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered Restricted Securities by the Company Investor during his lifetime by way of gift or on death by will or intestacy, (iv) in transactions involving the transfer or distribution of Restricted Securities by a corporation to any Related Party, or (v) in transactions in compliance with Rule 144 promulgated under an effective the Securities Act), unless there is in effect a registration statement filed pursuant to under the Securities Act of 1933, as amended (covering the "Securities Act")proposed transfer, the holder thereof shall give written notice to the Company, which notice shall (a) state Company of such holder's intention to transfer effect such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail to enable detail, and shall be accompanied, at such holder's expense by either (A) a written opinion of legal counsel to render the opinions referred to below; who shall be, and (c) designate counsel for the holder giving such notice. The holder giving such notice whose legal opinion shall submit a copy thereof be, reasonably satisfactory to the counsel designated in such notice and Company addressed to the Company will promptly submit a copy thereof Company, to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice effect that the proposed transfer of the Restricted Securities may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state Act, or (B) a "no action" letter from the Commission to the effect that the transfer of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such Restricted Securities shall thereupon be entitled to transfer such shares of Warrant Stock Restricted Securities in accordance with the terms of the notice delivered by such the holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. Each Warrant or certificatecertificate evidencing the Restricted Securities transferred as above provided shall bear, except if any, issued upon or in connection with such transfer shall bear is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3.13 above, unless except that such certificate shall not bear such restrictive legend if, in the opinion of each counsel for such counsel holder and the Company, such legend is no longer not required in order to insure establish compliance with any provision of the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock--------------------------- Restricted Stock or Founders Stock (other than under the circumstances described in Section 5, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")6 or 7 hereof) , the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol; Wilson, Sonsini, Xxxxxxxx & Xxxxxx; Xxxxxx Godward LLP; and Xxxx Xxxx Peek Xxxxxxxx Xxxxxx and Xxxxxxxx shall be satisfactory) to the notice effect that the proposed transfer of such Restricted Stock or Founders Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock or Founders Stock, as the case may be, shall thereupon be entitled to transfer such shares of Warrant Restricted Stock or Founders Stock, as the case may be, in accordance with the terms of its notice; provided, however, that in the -------- case of any Purchaser that is a partnership, no such opinion or other documentation shall be required if such notice delivered shall cover a transfer by such holder partnership to the Companyits partners. Each Warrant certificate representing the Restricted Stock or certificateFounders Stock, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock and Founders Stock shall terminate as to any particular shares of Restricted Stock or Founders Stock, as the case may be, when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Founders Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Founders Stock, as the case may be, shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant StockPreferred Stock or Restricted Stock (other than under the circumstances described in Sections 5, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"6 or 7), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer and other than in sufficient detail to enable counsel to render connection with customary transfers under Rule 144 promulgated under the opinions referred to below; and (c) designate counsel for Securities Act, if requested by the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners, retired partners, members or retired members of the notice delivered transferor (in the case of a transferor that is a partnership or a limited liability company, respectively) in proportion to such partner’s, retired partner’s, member’s or retired member’s interest in the partnership or limited liability company or to an affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. No transfers may be made pursuant to this Section 4 to a Person reasonably determined by a majority of the Board of Directors, with such holder majority to include a majority of the Investor Directors, who is a competitor of the Company. Each Warrant certificate for Preferred Stock or certificate, if any, issued upon or in connection with such transfer Restricted Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.13, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an Affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective Act. Any transferee to whom rights under this Agreement are transferred shall (provided that A) as a condition to such transfer, promptly deliver to the Company has no obligation a written instrument by which such transferee agrees to register Warrant Stock other than pursuant be bound by the obligations imposed upon holders under this Agreement to Section 6 below)the same extent as if such transferee were a holder under this Agreement; (B) within a reasonable amount of time after such transfer furnish the Company with written notice of such transferee’s name and address, and the securities with respect to which such registration rights are being assigned; and (C) deemed to be a holder hereunder for all purposes.

Notice of Proposed Transfer. Prior to the transfer of any shares of Common Stock issued upon the exercise of this Warrant Stock, and during any period during which such shares of Warrant Common Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), ) the holder thereof shall give written notice to the Company, which notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; , and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice the proposed transfer may be effected without registration of such shares of Warrant Common Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the such written notice required by Section 3.2 that such registration is required, the such holder shall thereupon be entitled to transfer such shares of Warrant Common Stock in accordance with the terms of the notice delivered by such holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the such legend is no longer required to insure compliance with the Securities Act. If for any reason counsel for the Company (after having been furnished with the information required to be furnished by clause (a) of this Section 3.2) shall fail to deliver an opinion to the Company as aforesaid, then for all purposes of this Warrant the opinion of counsel for the Company shall be deemed to be the same as the opinion of counsel for such holder. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the such shares of Warrant Common Stock under the Securities Act or applicable state securities lawslaws (such opinion or opinions to state the basis of the legal conclusions reached therein), the Company will promptly so notify the holder thereof and the thereafter such holder shall not be entitled to transfer the such shares of Warrant Common Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Common Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)effective.

Notice of Proposed Transfer. (a) Prior to the any proposed transfer or other disposition of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by the Company Registrable Security (other than under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Sections 2 or 3), the holder thereof shall give written notice to the Company, which Company of its intention to do so. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render or disposition and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer transaction may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder shall thereupon be entitled to transfer or otherwise dispose of such shares of Warrant Stock Registrable Security in accordance with the terms of its notice. Each certificate for Registrable Securities transferred as provided above shall bear both legends set forth in Section 4, except that such certificate shall not bear the notice delivered first such legend if (a) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule under the Securities Act permitting public sale without registration thereunder) or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or any applicable state securities law. (b) The foregoing restrictions on transfer and disposition of Registrable Securities shall terminate as to any particular shares of Registrable Securities when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed by the seller thereof in accordance with the method of disposition set forth in the registration statement covering such shares. Whenever a holder of Registrable Securities demonstrates to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder shall be entitled to receive from the Company. Each Warrant or certificate, if anywithout expense, issued upon or in connection with such transfer shall bear a new certificate representing its shares of Registrable Securities not bearing the appropriate restrictive first legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act4. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 4 or 5 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the notice effect that the proposed transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder shall thereupon be entitled to of such Restricted Stock may transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice, PROVIDED, HOWEVER, that, in the case of any Purchaser that is a partnership, no such opinion or other documentation shall be required if such notice delivered shall cover a distribution by such holder partnership to the Companyits partners. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate of Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by Registrable Securities (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 4), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners of the notice delivered by such holder transferor (in the case of a transferor that is a partnership), to one or more members of the transferor (in the case of a transferor that is a limited liability company) or to an affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Registrable Securities for its own account, for investment purposes and without any view to distribution thereof. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.111, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 12 shall not apply to securities which are not required to bear the legend prescribed by Section 11 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Restricted Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933or Investor Shares, as amended the case may be, (other than under the "Securities Act"circumstances described in Section 4, 5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Nossaman, Guthner, Knox & Elliott, LLP shall be satisfactory) to the notice effect that the proposed transfer prxxxxed xxxxxxxr of the Restricted Stock or Investor Shares, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock or Investor Shares, as the case may be, shall thereupon be entitled to transfer such shares of Warrant Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of the its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice delivered shall cover a distribution by such holder to the CompanyWelsh, Carson, Anderson & Stowe VII, L.P. ("WCAS VII") or WCAS Healthcare Partners, X.X. xx thxxx xespective partners. Each Warrant certificate for Restricted Stock or certificateInvestor Shares, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock or Investor Shares shall terminate as to any particular shares of Restricted Stock or Investor Shares when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Investor Shares is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) ( or other equivalent rule) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Investor Shares shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, Registrable Securities (other than under the circumstances described in Sections 4 and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer to one or more partners of the notice delivered by such holder transferor (in the case of a transferor that is a partnership), to one or more members of the transferor (in the case of a transferor that is a limited liability company) or to an affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Registrable Securities for its own account, for investment purposes and without any view to distribution thereof. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.111, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided for in this Section 12 shall not apply to securities which are not required to bear the legend prescribed by Section 11 in accordance with the provisions of that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to the transfer any Transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")Shares, the holder thereof shall give written notice to the Company of its intention to effect such Transfer. Each such notice shall be in the form prescribed in Section 3.1(b)(i) and, if requested by the Company, which notice shall be accompanied by either. (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer Transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and or (b) counsel for a “no action” letter from the Company shall Commission to the effect that the distribution of such securities without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice, but subject to Article 3; provided, however, that no such opinion of counsel shall be required for (i) a transfer by an Investor pursuant to Section 3.2 herein or (ii) a distribution to one or more partners of the notice delivered by transferor (in the case of a transferor that is a partnership) or to a stockholder or member (or equivalents) of the transferor (in the case of a transferor that is a corporation, a limited liability company or an equivalent) in each case in respect of the beneficial interest of such holder to the Companypartner, member, stockholder (or equivalent stakeholder). Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.14.1, unless except that such certificate shall not bear such legend if (y) such Transfer is in accordance with the opinion provisions of each such counsel the legend is no longer required to insure compliance with Rule 144 (or any other rule permitting public sale without registration under the Securities Act. 3.2.2 If in ) or (z) the opinion opinion-of either counsel or both of such counsel “no-action” letter referred to above is to the proposed transfer may not legally be effected without registration further effect that the transferee and any subsequent transferee (other than an affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 4.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4.1 in accordance with the provisions of that Section. Notwithstanding any other provision hereof, no Transfer to any person who is engaged in a business activity competitive with the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)(as reasonably determined by the Board) shall be permitted without the written authorization of the Board.

Notice of Proposed Transfer. Prior to the transfer any proposed Transfer of any shares Restricted Stock after the second anniversary of Warrant Stock, the Closing Date (other than under the circumstances described in Sections 5 and during any period during which such shares of Warrant Stock are not registered by the Company 6 or to a Permitted Transferee under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"Section 12), the holder thereof shall Shareholder will give written notice to the Company, which notice shall (a) state such holder's ASI of his intention to transfer effect such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) Transfer. Each such notice will describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company Transfer and, if requested by ASI, will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to ASI to the holder designated in the notice effect that the proposed transfer Transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for at which point the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon Shareholder will be entitled to transfer Transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice. Each certificate of Re- stricted Stock Transferred as above provided will bear the notice delivered by legend set forth in Section 2, unless (i) such holder Transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the Companyfurther effect that the transferee and any subsequent transferee would be entitled to Transfer such securities in a public sale without registration under the Securities Act. Each Warrant The foregoing restrictions on transferability of Restricted Stock will terminate as to any particular shares of Restricted Stock when such shares have been effectively registered under the Securities Act and sold or certificateotherwise disposed of in accordance with the intended method of disposition by the Shareholder set forth in the registration statement concerning such shares, if anyor when the legend set forth in Section 2 is removed from the certificates representing such shares in accordance with the immediately preceding sentence of this Section 4. Whenever the Shareholder is able to demonstrate to the reasonable satisfaction of ASI (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to him without limitation, issued upon or in connection with such transfer shall bear the appropriate Shareholder will be entitled to receive from ASI, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. (a) Prior to the any proposed transfer of --------------------------- any Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Conversion Shares or other shares of Warrant Stock, and during any period during which such shares capital stock of Warrant Stock are not registered by the Company (other than under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Sections 4 or 5), the holder Holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for whereupon the Company Holder of such stock shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a -------- ------- transfer to one or more partners of the notice delivered by such holder transferor (in the case of a transferor that is a partnership) or to a parent corporation, subsidiary corporation or to a corporation which is under common control with a transferor (in the Company. case of a transferor that is a corporation). (b) Each Warrant certificate for the Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Conversion Shares or certificate, if any, issued upon or other shares of capital stock of the Company transferred as provided in connection with such transfer this Section 3 shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in the opinion of each such counsel the legend is no longer required to insure compliance accordance with the Securities Act. 3.2.2 If in the opinion provisions of either Rule 144 or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock Rule 144A under the Securities Act (or applicable state securities laws, any other rule permitting public sale without registration under the Company will promptly so notify Securities Act) or (ii) the holder thereof opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the holder shall not Company) would be entitled to transfer the shares of Warrant Stock until receipt of such securities in a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until public sale without registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (Act. The restrictions provided that for in this Section 3 shall not apply to securities which are not required to bear the Company has no obligation to register Warrant Stock other than pursuant to legend prescribed by Section 6 below)2 in accordance with the provisions of Section 2.

Notice of Proposed Transfer. (a) Prior to the any proposed transfer of any shares of Warrant StockRegistrable Securities(other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for Company, shall be accompanied at the expense of such holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the by an opinion of counsel for in form, scope and substance reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of the Registrable Securities may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Registrable Securities shall thereupon be entitled to transfer such shares of Warrant Stock Registrable Securities in accordance with the terms of the its notice; provided, however, that no such opinion or other documentation -------- ------- shall be required if such notice delivered shall cover a transfer by any Investor that is a partnership to its partners or a transfer by any Investor to any of its affiliates so long as such holder transferee acknowledges in a writing reasonably satisfactory to the CompanyCompany that such Registrable Securities shall remain subject to this Section 3 and so long as the Company is reasonably satisfied that such transfer will not violate applicable securities laws. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. (b) The foregoing restrictions on transferability of Registrable Securities shall terminate as to any particular Registrable Securities when such securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such securities. Whenever a holder of Registrable Securities is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Registrable Securities shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. a. Prior to the any proposed transfer of any shares of Warrant Stock, Registrable Stock (other than under the circumstances described in Sections 3(b) and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"4), the holder Holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving Company, shall be accompanied at such notice. The holder giving such notice shall submit Holder's expense by a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the written opinion of counsel for satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration under the 1933 Act, whereupon the holder of such shares of Warrant Registrable Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Registrable Stock in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the 0000 Xxx) or (ii) the opinion of each such counsel referred to above is to the legend is no longer required to insure compliance with further effect that the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration transferee and any subsequent transferee (other than an Affiliate of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not Company) would be entitled to transfer such securities in a public sale without registration under the shares 1933 Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of Warrant that Section. b. Notwithstanding anything in this Agreement to the contrary, the Holders each shall have the right without prior notice to or the consent of the Company to make an inter vivos or testamentary transfer of all or a portion of his or her Registrable Stock until receipt to (i) one or more members of his or her immediate family, (ii) a further notice from general or limited partnership or a limited liability company, all of the holder under Section 3.2.1 above and opinions as to transferabilitypartners or members of which are members of the Holder's immediate family, or until registration (iii) a trust for the benefit of the Holder or one or more members of his or her immediate family (each, a "Permitted Transferee") and any such shares Permitted Transferee shall succeed to the rights of Warrant Stock the transferor under the Securities Act or applicable state law has become effective (this Agreement; provided that (i) such Permitted Transferee delivers to the Company has no obligation a -------- ---- written agreement in form and substance reasonably satisfactory to register Warrant Stock other than pursuant the Company that such Permitted Transferee shall be bound by the provisions of this Agreement and a party hereto, and (ii) the Company shall not be required to effect any transfer to a transferee under this Section 6 below)3.b until the Holder shall have represented to the Company in writing that the transferee qualifies as a Permitted Transferee.

Notice of Proposed Transfer. Prior Subject to the transfer terms and conditions of this Agreement, prior to any proposed Transfer of any shares of Warrant Preferred Stock, and during any period during which such shares of Warrants or Warrant Stock are not registered by Shares (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933circumstances described in Sections 3.3, as amended (the "Securities Act"3.4 or 3.5), each Investor (and any subsequent holder of the holder thereof Preferred Stock, Warrants or Warrant Shares) shall give written notice to the Company, which Company of its intention to effect such Transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render Transfer and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory in substance to the holder designated in Company to the notice effect that the proposed transfer Transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Preferred Stock, Warrants or Warrant Shares shall thereupon be entitled to transfer Transfer such shares of Preferred Stock, Warrants or Warrant Stock Shares in accordance with the terms of the its notice; PROVIDED, HOWEVER, that no such opinion of counsel or notice delivered by such holder to the Company. Each Company prior to Transferring shares of Preferred Stock, Warrants or Warrant Shares shall be required for: (i) a Transfer to one or certificate, if any, issued upon more members or in connection with such transfer shall bear limited partners of the appropriate restrictive legend set forth in Section 3.1, unless Transferor (in the opinion case of each such counsel a Transferor that is a limited liability company or limited partnership, respectively); (ii) a Transfer to an Affiliate of the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If Transferor (in the opinion case of either a Transferor that is a corporation), or both as a pledge by MCG to lenders from which MCG borrows funds in the ordinary course of business; (iii) a Transfer to a Transferor's spouse, parent, child or grandchild; or (iv) a Transfer to a trust (or business entity such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock as a family limited partnership) under the Securities Act which a Transferor, or applicable state securities lawssuch Transferor's spouse, parent, child or grandchild, is a beneficiary, and under which there are no beneficiaries other than such Transferor or such family members (in all such cases, a "PERMITTED TRANSFEREE"); PROVIDED, FURTHER, HOWEVER, that each Investor shall promptly provide written notice to the Company will promptly so notify the holder thereof and the holder shall not be entitled after it has effected such Transfer to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Permitted Transferee.

Notice of Proposed Transfer. Prior Subject to the provisions of Article 3, prior to any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRegistrable Securities (other than under the circumstances described in Section 4.3, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"4.4 or 4.5), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such stock shall thereupon be entitled to transfer such shares of Warrant Stock stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the notice delivered by transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such holder to the Companypartner or stockholder. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.14.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the Company will promptly so notify the holder thereof and the holder restrictions provided for in this Section 4.2 shall not be entitled apply to transfer securities which are not required to bear the shares legend prescribed by Section 4.1 in accordance with the provisions of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. (a) Prior to the any proposed sale, pledge, hypothecation or other transfer of any shares of Warrant StockRestricted Securities (other than under the circumstances described in Section 3.3, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"3.4 or 3.5), the holder thereof shall give written notice to the CompanyCompany of its intention to effect such sale, which pledge, hypothecation or other transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed sale, pledge, hypothecation or other transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and and, if requested by the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If be accompanied by either (ai) in the an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed sale, pledge, hypothecation or other transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities laws, and (b) counsel for the Company shall without registration will not have rendered an opinion within 15 days after receipt result in a recommendation by the Company staff of the notice required by Section 3.2 Commission that registration is requiredaction be taken with respect thereto, whereupon the holder of such share shall thereupon be entitled to transfer such shares of Warrant Stock share in accordance with the terms of the notice delivered by such holder to the Companyits notice. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.1, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or applicable state securities lawsthat such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. The Company will promptly so notify not unreasonably refuse to accept an opinion of counsel required hereby signed by the holder thereof and original holder’s counsel (it being agreed that an opinion of Xxxxxxxx Xxxxx & Deutsch LLP shall be considered satisfactory). (b) No such opinion of counsel or “no action” letter from the holder Commission, as set forth in Section 3.2(a) above, shall not be entitled to transfer required in the shares of Warrant Stock until receipt event of a further notice from sale, pledge, hypothecation or other transfer of any Registrable Securities to (i) any Affiliate of a Purchaser, including, without limitation, any venture capital limited partnership now existing or hereafter formed which controls, is controlled by or is under common control with such Investor; (ii) one or more partners or members of the holder under Section 3.2.1 above and opinions as transferor (in the case of a transferor that is a partnership, limited liability company or fund), to transferability, a shareholder (in the case of a transferor that is a corporation) or until registration to a trust grantor (in the case of a transferor that is a trust) in each case in respect of the beneficial interest of such shares partner, shareholder or trust; or (iii) any successors or assigns of Warrant Stock under any of the Securities Act or applicable state law has become effective (foregoing persons, provided that the Company has no obligation transferee agrees in writing to register Warrant Stock other than pursuant be subject to Section 6 below)this Agreement to the same extent as if such transferee were originally a signatory.

Notice of Proposed Transfer. Prior In addition to any restrictions set forth in the Stockholders Agreement, dated as of the date hereof among the Company and the Purchasers, prior to any proposed transfer of any shares of Warrant StockRestricted Stock (other than under the circumstances described in Sections 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if reasonably requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of the Restricted Stock may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock shall thereupon be entitled to transfer such shares of Warrant Restricted Stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a pro rata distribution (without payment of additional consideration) by any Purchaser that is a partnership or limited liability company to its partners or members, as the notice delivered by such holder to the Companycase may be. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Restricted Stock transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act or is pursuant to an effective registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. (a) Prior to the any proposed transfer of any shares of Warrant StockRegistrable Securities(other than under the circumstances described in Section 4, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for Company, shall be accompanied at the expense of such holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the by an opinion of counsel for in form, scope and substance reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer of the Registrable Securities may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Registrable Securities shall thereupon be entitled to transfer such shares of Warrant Stock Registrable Securities in accordance with the terms of the its notice; provided, however, that no such opinion or other documentation shall -------- ------- be required if such notice delivered shall cover a transfer by any Investor that is a partnership to its partners or a transfer by any Investor to any of its affiliates so long as such holder transferee acknowledges in a writing reasonably satisfactory to the CompanyCompany that such Registrable Securities shall remain subject to this Section 3 and so long as the Company is reasonably satisfied that such transfer will not violate applicable securities laws. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Registrable Securities transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. (b) The foregoing restrictions on transferability of Registrable Securities shall terminate as to any particular Registrable Securities when such securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such securities. Whenever a holder of Registrable Securities is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Registrable Securities shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Restricted Stock, and during any period during which such shares of Series B Warrants, Series B Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares or Series E Preferred Stock, as amended the case may be, (other than under the "Securities Act"circumstances described in Section 4, 5, 6, 7 or 8 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol and Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the notice effect that the proposed transfer of the Restricted Stock, Series B Warrants, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares or Series E Preferred Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the whereupon such holder shall thereupon be entitled to transfer such shares of Warrant Stock securities in accordance with the terms of its notice; provided, however, that no such opinion or other documentation shall be required if such notice shall cover a distribution by any Cash Investor that is a partnership to its partners; and provided, further, however, that no such opinion shall be required if such notice shall cover a transfer to a "Qualified Institutional Buyer," as defined in Rule 144A under the notice delivered by such holder Securities Act, and the Company shall have received a written representation (in form reasonably satisfactory to the Company) from the proposed transferee to such effect. Each certificate for Restricted Stock, Series B Warrants, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares or certificateSeries E Preferred Stock, if anyas the case may be, issued upon or in connection with such transfer transferred as above provided shall bear the appropriate legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock, Series B Warrants, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares and Series E Preferred Stock shall terminate as to any such securities when the same shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares or Series E Preferred Stock is able to demonstrate to the reasonable satisfaction of the Company (and its counsel) that the provisions of Rule 144 (k) of the Securities Act (or any successor rule) are available to such holder without limitation, such holder shall be entitled to receive from the Company, without expense, a new certificate representing such securities that does not bear the restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Stock are not registered by Restricted Securities (other than under the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"circumstances described in Section 4 or 5 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to the holder designated in Company to the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the whereupon such holder shall thereupon be entitled to transfer such shares of Warrant Stock securities in accordance with the terms of the notice delivered its notice; PROVIDED, HOWEVER, that no such opinion of counsel shall be required for a transfer by a holder of Restricted Securities (x) to an Affiliate of such holder or (y) in the case of a holder that is a partnership, to a partner or employee of such holder or a retired partner or retired employee of such holder who retires after the date hereof, or to the Companyestate of any such partner, retired partner, employee or retired employee, or a transfer by gift, will or intestate succession from any holder of Restricted Securities to his or her spouse or members of his or her or his or her spouse's family or a trust for the benefit of any of the foregoing persons, in any such case set forth in clauses (x) and (y), only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an original holder of Restricted Securities hereunder. Each Warrant or certificate, if any, issued upon or in connection with such transfer All Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Stock, and during any period during which such shares of Warrant Sipex --------------------------- Common Stock are not registered by the Company under other than pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")statement, the holder thereof shall give written notice to the Company, which Sipex of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice and, if requested by Sipex, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for satisfactory to Sipex to the holder designated in the notice effect that the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities laws, whereupon, if such proposed transfer is otherwise in accordance with the terms hereof and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt any "Affiliate Letter" executed by the Company of the notice required by Section 3.2 that registration is requiredsuch holder, the holder of such security shall thereupon be entitled to transfer such shares of Warrant Stock security in accordance with the terms of its notice. If requested by Sipex, a transferee of Sipex Common Stock (other than Sipex Common Stock sold pursuant to an effective registration statement under the notice delivered Securities Act or pursuant to Rule 144) will execute, as a condition of such transfer, an agreement to be bound by this Agreement in a form acceptable to Sipex and provide such holder to the Companyother information and representations as Sipex may reasonably request. Each Warrant or certificate, if any, issued upon or in connection with such transfer certificate for Sipex Common Stock transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3.12, unless except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of Sipex) would be entitled to transfer such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If securities in the opinion of either or both of such counsel the proposed transfer may not legally be effected a public sale without registration of the shares of Warrant Stock under the Securities Act or and applicable state securities laws, the Company will promptly so notify the holder thereof and the holder . The restrictions provided for in this Section 3 shall not be entitled apply to transfer securities which are not required to bear the shares legend prescribed by Section 2 in accordance with the provisions of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Section.

Notice of Proposed Transfer. Prior to any Transfer or attempted Transfer of the transfer of Warrant, in whole or in part, or any shares of Warrant Stock, and during any period during which such shares of Shares issued under the Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")Shares, the holder thereof of such Warrant Shares shall give four Business Days’ prior written notice (a “Transfer Notice”) to the Company of such holder’s intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and, in the event of any proposed Transfer pursuant to Rule 144, obtain from counsel to such holder who shall be reasonably satisfactory to the Company, which notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of an opinion that the proposed transfer in sufficient detail to enable counsel to render Transfer of such Warrant or Warrant Shares, as the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the opinion of counsel for the holder designated in the notice the proposed transfer case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act Act. In the case of a proposed Transfer pursuant to Rule 144, after receipt of the Transfer Notice and any applicable state securities lawsopinion, and (b) counsel for the Company shall not have rendered an promptly (but in any event within five Business Days) notify the holder of such Warrant, or Warrant Shares, as the case may be, as to whether such opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is requiredreasonably satisfactory and, the if so, such holder shall thereupon be entitled to transfer Transfer such shares of Warrant Stock or Warrant Shares in accordance with the terms of the notice delivered by such holder to the CompanyTransfer Notice. Each Warrant or and each certificate, if any, evidencing such Warrant shares issued upon or in connection with such Transfer (other than, for the avoidance of doubt, a transfer pursuant to an effective registration statement under the Securities Act) shall bear the appropriate restrictive legend set forth in Section 3.111(a), unless in the opinion of each such counsel the such legend is no longer not required in order to insure ensure compliance with the Securities Act. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration . The holder of the shares of Warrant Stock under Shares giving the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder Transfer Notice shall not be entitled to Transfer such Warrant or Warrant Shares (other than any transfer pursuant to an effective registration statement under the shares of Warrant Stock Securities Act) until receipt of a further notice from the holder Company under this Section 3.2.1 above and opinions as to transferability, or until registration of 11(b) that such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)opinion is reasonably satisfactory.

Notice of Proposed Transfer. Prior to the any proposed transfer of any shares of Warrant Restricted Stock, and during any period during which such shares of Warrant Series A Preferred Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933or Existing Stock, as amended the case may be (other than under the "Securities Act"circumstances described in Sections 4, 5 or 6 hereof), the holder thereof shall give written notice to the Company, which Company of its intention to effect such transfer. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render and, if requested by the opinions referred to below; and (c) designate counsel for Company, shall be accompanied, at the holder giving such notice. The holder giving such notice shall submit a copy thereof to expense of the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the proposed transferor, by an opinion of counsel for addressed to the holder designated in Company and reasonably satisfactory to the notice Company (it being agreed that Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol and Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock, Series A Preferred Stock or Existing Stock, as the case may be, may be effected without registration of such shares of Warrant Stock under the Securities Act and any applicable state securities lawsAct, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, whereupon the holder of such Restricted Stock, Series A Preferred Stock or Existing Stock, as the case may be, shall thereupon be entitled to transfer such shares of Warrant Restricted Stock, Series A Preferred Stock or Existing Stock, as the case may be in accordance with the terms of its notice. Each certificate for Restricted Stock, Series A Preferred Stock or Existing Stock, as the notice delivered case may be, transferred as above provided shall bear the legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock, Series A Preferred Stock and Existing Stock shall terminate as to any particular shares of Restricted Stock or Existing Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Existing Stock is able to demonstrate to the Company (and its counsel), in a manner reasonably acceptable to the Company. Each Warrant , that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or certificateExisting Stock shall be entitled to receive from the Company, if anywithout expense for the same, issued upon or in connection with such transfer shall bear a new certificate not bearing the appropriate restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act2. 3.2.2 If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice from the holder under Section 3.2.1 above and opinions as to transferability, or until registration of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below).

Notice of Proposed Transfer. Prior 1. If Subtenant shall at any time or times during the Term desire to assign this Sublease or sublet all or part of the transfer of any shares of Warrant StockSublease Premises, and during any period during which such shares of Warrant Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the holder thereof Subtenant shall give written notice thereof to the CompanySublandlord, which notice shall be accompanied by (ai) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances a conformed or photostatic copy of the proposed transfer assignment or sublease, the effective or commencement date of which shall be not less than forty-five (45) nor more than one hundred and twenty (120) days after the giving of such notice, (ii) a statement setting forth in sufficient reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Sublease Premises, (iii) an agreement by Subtenant to enable counsel to render indemnify Sublandlord against liability resulting from any claims that may be made against Sublandlord by the opinions referred to below; proposed assignee or subtenant or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease, except for any liability arising from Sublandlord's negligence or willful misconduct, and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (aiv) in the opinion case of counsel for the holder designated in the notice a sublease, such additional information related to the proposed transfer may be effected without registration of such shares of Warrant Stock under the Securities Act and subtenant as Overlandlord shall reasonably request, if any. 2. As a condition to any applicable state securities lawsassignment or sublease, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required, the holder shall thereupon be entitled to transfer such shares of Warrant Stock Sublandlord must obtain Overlandlord's consent in accordance with the terms provisions of Article 18 of the notice delivered Overlease. Sublandlord agrees to deliver to Overlandlord copies of axx xxxxxxation provided by such holder to the Company. Each Warrant or certificate, if any, issued upon or Subtenant in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel the legend is no longer required to insure compliance with the Securities Act. 3.2.2 If in the opinion of either any proposed assignment or both of such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock under the Securities Act or applicable state securities laws, the Company will promptly so notify the holder thereof and the holder shall not be entitled to transfer the shares of Warrant Stock until sublease within 2 Business Days after receipt of a same from Subtenant. Sublandlord further notice agrees to provide Subtenant with any requests for additional information or other communications from the holder under Section 3.2.1 above and opinions as to transferability, or until registration Overlandlord immediately upon receipt of such shares of Warrant Stock under the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)same.

Notice of Proposed Transfer. (a) Prior to the transfer any proposed Transfer of any shares Shares (other than a Transfer approved by each of Warrant StockCP III and Xxxxx Xxxxxx IX, and during any period during which such shares a Transfer to an Affiliate of Warrant Stock are not registered by the Company under a Stockholder, a Transfer made in connection with an effective registration statement filed offering of securities pursuant to the Securities Act exercise of 1933, as amended a Stockholder’s registration rights or a distribution contemplated by clause (the "Securities Act"y) of Section 2 above), the holder thereof shall give written notice to the Company, which Company of its intention to effect such Transfer as soon as reasonably practicable. Each such notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances manner of the proposed transfer in sufficient detail to enable counsel to render Transfer and, if requested by the opinions referred to below; and (c) designate counsel for the holder giving such notice. The holder giving such notice Company, shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: 3.2.1 If (a) in the be accompanied by an opinion of counsel for reasonably satisfactory to the holder designated in Company to the notice effect that the proposed transfer Transfer of the Shares may be effected without registration of such shares of Warrant Stock under the Securities Act Act, whereupon, subject to Sections 2 and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of the notice required by Section 3.2 that registration is required4, the holder of such Shares shall thereupon be entitled to transfer Transfer such shares of Warrant Stock Shares in accordance with the terms of its notice. To the notice delivered by such holder extent applicable, each certificate for Shares Transferred as above provided shall bear a legend to the Company. Each Warrant effect that such Shares are unregistered under the Securities Act and may not be Transferred unless the Shares have been registered under the Securities Act or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1an exemption from registration is available, unless (i) such Transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of each counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to Transfer such counsel the legend is no longer required to insure compliance with securities in a public sale without registration under the Securities Act. 3.2.2 If in the opinion (b) The foregoing restrictions on Transfer of either or both of Shares shall terminate as to any particular Shares when (i) such counsel the proposed transfer may not legally be effected without registration of the shares of Warrant Stock Shares shall have been effectively registered under the Securities Act and sold or applicable state securities laws, otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such Shares or (ii) a Stockholder of such Shares is able to demonstrate to the Company will promptly so notify (and its counsel) that the provisions of Rule 144(k) (or other equivalent rule) of the Securities Act are available to such holder thereof and the without limitation. In either case, such holder of Shares shall not be entitled to transfer the shares of Warrant Stock until receipt of a further notice receive from the holder under Section 3.2.1 above and opinions as Company, without expense, a new certificate not bearing a restrictive legend, to transferability, or until registration of the extent such shares of Warrant Stock under Shares are generally available in certificated form by the Securities Act or applicable state law has become effective (provided that the Company has no obligation to register Warrant Stock other than pursuant to Section 6 below)Company.