Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. 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, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder Each Holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions restrictions on transfer contained in Sections 1.2, 1.3, 1.4 and 1.14 of this Section 4Agreement. Solely for purposes of the foregoing sentence and for the sake of clarification, the term “Holder” shall also include and the term “Restricted Securities” shall also apply to any Founder, holder of Other Shares or Warrantholders. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than any transfer not involving a change in beneficial ownership), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, Holder’s expense by either (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities ActAct and applicable state securities laws, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "such legal opinion, “no action" ” letter or other evidence shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyAffiliate. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 1.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder Holder and counsel for reasonably acceptable to the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities ActAct or this Agreement.

Notice of Proposed Transfers. 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, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Purchaser proposing such a transfer shall give written notice to the Company of such holder's its intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (ia) a written opinion of legal counsel (who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, ) addressed to the Company, Company to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (iib) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of whereupon, in each case, such Restricted Securities Purchaser shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder such Purchaser to the Company; provided. Unless there is in effect a registration statement under the Securities Act covering the proposed transfer, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each each certificate evidencing the Restricted Securities transferred as above herein provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, 8.1 above except that such certificate shall not bear such restrictive legend if if, (i) in the opinion of counsel for such holder and counsel for the Company Purchaser, such legend is not required in order to establish compliance with any provision provisions of the Securities Act, (ii) a period of at least one year has elapsed since the later of the date the Restricted Securities were acquired from the Company or from an affiliate of the Company, and such Purchaser represents to the Company that it is not an affiliate of the Company and has not been an affiliate during the preceding three months and shall not become an affiliate of the Company without resubmitting the Restricted Securities for reimposition of the legend, or (iii) the restricted Securities have been sold pursuant to Rule 144(k) and the certificate is accompanied by a representation by such Purchaser that it is not an affiliate of the Company, has not been an affiliate during the three-month period prior to the sale and has held the Restricted Securities for more than two years.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities This Warrant is transferable by acceptance thereof agrees the Holder hereof subject to comply in all respects compliance with the provisions of this Section 49. Prior to any proposed sale, assignment, transfer of this Warrant or pledge the shares of any Restricted Warrant Stock received on the exercise of this Warrant (the “Securities”), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities ActAct and any applicable state securities laws, or (ii) a "“no action" ” letter from the Securities Exchange Commission (the “Commission”) to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted the Securities shall be entitled to transfer such Restricted the Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no such registration statement or opinion of counsel or "no action" letter shall be required with respect to (i) necessary for a transfer not involving by a change in beneficial ownership, (ii) a transaction involving the distribution without consideration Holder to any affiliate of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holdersuch Holder, or (iii) a transaction involving transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by gift, will or intestacyintestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder UABRF and any transferee of each any certificate representing Restricted Securities the Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions restrictions on transfer contained in Sections 6.7 through 6.10 of this Section 4Agreement. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than any transfer not involving a change in beneficial ownership), 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 Fluidigm of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, ’s expense by either (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the CompanyFluidigm, addressed to the CompanyFluidigm, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Securities and Exchange Commission (the “Commission”) to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to Fluidigm, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the CompanyFluidigm; provided, however, that no opinion of counsel or "such legal opinion, “no action" ” letter or other evidence shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration to an affiliate of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 6.8 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Fluidigm, such legend is not required in order to establish compliance with any provision provisions of the Securities ActAct or this Agreement.

Notice of Proposed Transfers. 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 of this Warrant or pledge the shares of any Restricted Warrant Stock received on the exercise of this Warrant (the “Securities”), unless there is in effect a registration statement under the Securities Act of 1933, as amended and applicable state securities laws (collectively, the “Securities Laws”), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so reasonably requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretoLaws, whereupon the holder Holder of such Restricted the Securities shall be entitled to transfer such Restricted the Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no such registration statement or opinion of counsel or "no action" letter shall be required with respect to (i) necessary for a transfer not involving by a change in beneficial ownership, (ii) a transaction involving the distribution without consideration Holder to any affiliate of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holdersuch Holder, or (iii) a transaction involving transfer by a Holder which is a limited liability company or partnership to a member or partner of such limited liability company or partnership or a member or retired partner of such limited liability company or partnership who retires after the date hereof, or to the estate of any such retired member or partner or the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by gift, will or intestacyintestate succession of any member or partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities ActLaws.

Notice of Proposed Transfers. 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, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) if required, a written opinion of legal counsel to the holder who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no no-action" letter from the Commission to the effect that the transfer distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the such holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "no action" letter shall be required (x) in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownershipRule 144 promulgated under the Securities Act, (iiy) a in any transaction involving in which the distribution without consideration of Purchaser distributes Restricted Securities by the holder solely to its constituent partners or members in proportion to their ownership interests in the holderstockholders on a pro rata basis for no consideration, or (iiiz) in any transaction in which a transaction involving the transfer without consideration of holder which is a partnership or limited liability company distributes Restricted Securities by an individual holder during such holder's lifetime by way solely to its partners or members, as applicable, for no consideration; provided that each transferee agrees in writing to be subject to the terms of gift or on death by will or intestacythis Section 4. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 48.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) transfers not involving a change in beneficial ownership or (ii) transactions involving the distribution of Restricted Securities by the Purchaser to a parent, subsidiary or affiliate of the Purchaser), 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred Transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 8.3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) a transfer to an affiliated fund, partnership or company, which is not a competitor of the Company, subject to compliance with applicable securities laws, or (iii) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, which opinion shall be addressed to the Company, Company and which opinion shall be to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for in the reasonable opinion of the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 47. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's Hxxxxx’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" “No Action” letter from the Securities and Exchange Commission (the “Commission”) to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" No Action letter shall need be required obtained with respect to (i) a transfer not involving a change in beneficial ownershipto (A) the immediate family of Holder upon the Holder’s death, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy, or to a trust for the benefit of the Holder’s immediate family, (B) a partner, active or retired, of a holder of Restricted Securities, (C) the estate of any such partner, or (D) an “affiliate” of a holder of Restricted Securities as that term is defined in Rule 405 promulgated by the Commission under the Act, provided that in such cases the transferee agrees in writing to be subject to the terms hereof. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 7.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees In addition to comply in all respects with the provisions of this Section 4. Prior 6 hereof, prior to any proposed saletransfer, assignment, offer to transfer or pledge attempted transfer of this Warrant or any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transferExercise Share, the holder thereof Holder of such security shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall (x) describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall contain an undertaking by the Companyperson giving such notice to furnish such other information as may be required, to enable counsel to render the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall beopinions referred to below, and whose legal opinion shall (y) designate the counsel for the person giving such notice, such counsel to be reasonably satisfactory to the Company, addressed . The person giving such notice shall submit a copy thereof to the Companycounsel designated in such notice and the Company shall submit a copy thereof to its counsel, to and the effect that following provisions shall apply: (i) If, in the opinion of each such counsel, the proposed transfer of the Restricted Securities this Warrant or Exercise Shares, as appropriate, may be effected without registration of such security under the Securities 1933 Act, or (ii) a "no action" letter from the Commission to Company shall, as promptly as practicable, so notify the effect that the transfer Holder of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of security and such Restricted Securities Holder shall thereupon be entitled to transfer such Restricted Securities security in accordance with the terms of the notice delivered by the holder such Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities securities thus to be transferred as above provided (and each certificate evidencing any untransferred balance of the securities evidenced by such certificate) shall bear, except if such transfer is made pursuant bear the restrictive legends referred to Rule 144, the appropriate restrictive legend set forth in Section 3 Subparagraph (b) above, except that such certificate shall not bear such restrictive legend if unless in the opinion of such counsel for such holder and counsel for the Company such legend is not required in order to establish insure compliance with any provision the 1933 Act. (ii) If, in the opinion of either of such counsel, the proposed transfer of securities may not be effected without registration under the 1933 Act, the Company shall, as promptly as practicable, so notify the Holder thereof. However, the Company shall have no obligation to register such securities under the 1933 Act, except as otherwise provided herein or in the Agreement of Sale. The Holder of the Securities Actsecurities giving the notice under this Subparagraph (c) shall not be entitled to transfer any of the securities until receipt of notice from the Company under Paragraph (i) of this Subparagraph (c) or registration of such securities under the 1933 Act has become effective.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by an Investor which is a partnership to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) a transfer to an Affiliate, an affiliated fund, partnership or Company, which is not a competitor of the Company, subject to compliance with applicable securities laws, or (iv) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested and shall be accompanied by either of the Company, the holder shall also providefollowing, at such holder's election and expense, either : (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for in the reasonable opinion of the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities This Warrant is transferable by acceptance thereof agrees the Holder hereof subject to comply in all respects compliance with the provisions of this Section 48. Prior to any proposed sale, assignment, transfer of this Warrant or pledge the Warrant Shares received on the exercise of any Restricted this Warrant (the “Securities”), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either either: (ia) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company acting reasonably addressed to the Company and satisfactory in form and substance to the Company’s counsel acting reasonably, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, ; or (iib) a "“no action" ” letter from the Securities Exchange Commission (the “Commission”) to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted the Securities shall be entitled to transfer such Restricted the Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no such registration statement or opinion of counsel or "no action" letter shall be required with respect to (i) necessary for a transfer not involving by a change Holder to any affiliate of such Holder for no consideration, if the transferee agrees in beneficial ownership, (ii) a transaction involving writing to be subject to the distribution without consideration of Restricted Securities by terms hereof to the holder to its constituent partners or members in proportion to their ownership interests in same extent as if such transferee were the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyoriginal Holder hereunder. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company acting reasonably such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder Each Holder of each a certificate representing Restricted Securities the Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 4Sections 11 and 15. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Securities by a Holder to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) a transfer to an affiliated fund, partnership or company, which is not a competitor of the Company, subject to compliance with applicable securities laws or (iv) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give prior written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holderHolder's election and expense, by either (i) a written an opinion of legal counsel (who shall, and whose opinion shall be, addressed to the Company and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, ) to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no action" letter from the Securities and Exchange Commission (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder such Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, bear (except if such transfer is made pursuant to Rule 144, in which case the appropriate restrictive legend set forth in Section 3 11(b)(i) shall not be required) the restrictive legends set forth in Section 11(b) above, except that each such certificate shall not bear such restrictive the legend set forth in Section 11(b)(i) if in the opinion of counsel for such holder Holder and in the opinion of counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Registrable Securities (as defined below) by acceptance thereof agrees to comply in all respects with the provisions of this Section 41.2. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Registrable Securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”) covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, detail and, if reasonably requested by the Company, the holder shall also provide, be accompanied at such holder's election and expense, either (i) ’s expense by a written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Registrable Securities may be effected without registration under the Securities 1933 Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 1.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities 1933 Act. Notwithstanding the foregoing, no such opinion of counsel shall be necessary for a transfer by a Holder which is (a) a partnership transferring to its partners or former partners in accordance with the partnership interests, (b) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (c) a corporation transferring to its stockholders in accordance with their interest in the corporation; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he or she were an original Holder hereunder.

Notice of Proposed Transfers. 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 Transfer or pledge attempted Transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transferSecurity, the holder thereof Holder of such Security shall (i) give ten days' prior written notice (a "Transfer Notice") to the Company of such holderHolder's intention to effect such transferTransfer, sale, assignment or pledge. Each such notice shall describe describing the manner and circumstances of the proposed transferTransfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, (ii) either (iA) a written provide to the Company an opinion of legal reasonably satisfactory to the Company from counsel to such Holder who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed Company (or supply such other evidence reasonably satisfactory to the Company, to the effect ) that the proposed transfer Transfer of the Restricted Securities such Security may be effected without registration under the Securities Act, or (iiB) a "no action" letter from the Commission certify in writing to the effect Company that the transfer Holder reasonably believes the sale meets all of the conditions set forth in Rule 144A(d) promulgated under the Securities Act (and any successor rules and regulations thereto) required in order to effect a Transfer pursuant to Rule 144A. After receipt of the Transfer Notice and opinion (if required), the Company shall, within five days thereof, so notify the Holder of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of Security and such Restricted Securities Holder shall thereupon be entitled to transfer Transfer such Restricted Securities Security in accordance with the terms of the notice delivered by Transfer Notice subject to such Holder's compliance with the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyother provisions hereof. Each certificate evidencing Security issued upon such Transfer shall bear the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above5.2.1, except that such certificate shall not bear such restrictive legend if unless in the opinion of such counsel for such holder and counsel for the Company such legend is not required in order to establish ensure compliance with any provision of the Securities Act, and Section 5.2.2, if applicable. The Holder of the Security giving the Transfer Notice shall not be entitled to Transfer such Security until receipt of the notice from the Company under this Section 5.3.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4Section. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (ia) a written opinion of legal counsel counsel, who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (iib) a "no action" “No Action” letter from the Commission SEC to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission SEC that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" No Action letter shall need be required obtained with respect to a transfer to (i) any Affiliate of a transfer not involving a change in beneficial ownershipholder of Restricted Securities, (ii) the estate of any partner of a transaction involving the distribution without consideration holder of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holderSecurities, or (iii) a transaction involving the transfer without consideration spouse, children, grandchildren or spouse of such children or grandchildren of any holder of Restricted Securities by an individual or to trusts for the benefit of any holder during of Restricted Securities or such holder's lifetime by way of gift or on death by will or intestacypersons, provided that in each such case the transferee agrees in writing to be subject to the terms hereof. Each certificate evidencing the Restricted Securities transferred as provided above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 legends described above, except that such certificate shall not bear any such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Actrequired.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities the Subject Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section 43.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSubject Shares (other than (a) a transfer not involving a change in beneficial ownership, unless there is (b) in effect a registration statement transactions involving the distribution without consideration of the Subject Shares by the holder to any of its partners, members, or retired partners or members, or to the estate of any of its partners or members or retired partners or members, (c) in transactions in compliance with Rule 144 promulgated under the Securities Act covering (“Rule 144”), (d) transfers by members that are entities to affiliated entities or funds (United States based or non-United States based), and (e) transfers to the proposed transferCompany by any holder of the Subject Shares pursuant to the Company’s repurchase option set forth in any agreement entered into as of or after the date hereof if such agreement is approved by a majority of the Board), the holder thereof Investor shall give written notice to the Company of such holder's Investor’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and ’s expense, by either (ia) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities Subject Shares may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Subject Shares shall be entitled to transfer such Restricted Securities Subject Shares in accordance with the terms of the notice delivered by the holder to the Company; provided. For the avoidance of doubt, however, it shall not be reasonable for the Company to request that no a notice be accompanied by any such opinion of counsel or "“no action" ” letter if, among other things, both the transferor and the transferee have certified in writing that each of them is not a U.S. Person (as defined under Rule 902 of Regulation S promulgated under the Securities Act). Notwithstanding any of the foregoing exceptions to the notice requirements, all transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythis Agreement. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in Section 3 3.2 above, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees Holders agree to comply in all respects with the provisions of this Section 4. Without in any way limiting the immediately preceding sentence or the provisions of Section 2, no sale, assignment, transfer or pledge (other than (i) a sale made pursuant to a registration statement filed under the Securities Act and declared effective by the Commission for which no stop order has been issued and is then existing or (ii) a sale made in accordance with the applicable provisions of Rule 144) of Registrable Securities shall be made by the Holders to any person unless such person shall first agree in writing to be bound by the restrictions of this Agreement, including, without limitation, this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Registrable Securities, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and ’s expense, either (i) a written opinion of legal counsel (who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, ) addressed to the Company, to the effect that the proposed transfer of the Restricted Registrable Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission Act and under applicable state securities laws and regulations. Upon delivery to the effect that the transfer Company of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretonotice and, whereupon if required, such opinion, the holder of such Restricted Registrable Securities shall be entitled to transfer such Restricted Registrable Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, such notice. The Company agrees that no it shall not request such an opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution transfer, without consideration consideration, of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Registrable Securities by an individual holder Holder during such holder's Holder’s lifetime by way of gift or on death by will or intestacythe laws of descent and distribution, or (iii) a transaction involving the transfer, without consideration, of Registrable Securities by a partnership, limited liability company or corporation to its partners, members or shareholders, as the case may be. Each certificate evidencing the Restricted Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144144 or pursuant to an effective registration statement, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish or ensure compliance with any provision the provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4Section. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel counsel, who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no actionNo Action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 legends described above, except that such certificate shall not bear any such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required. Notwithstanding the foregoing, no opinion or "no action" letter shall be required for a transfer by a Holder to (i) a partner, active or retired, of a Holder of Restricted Securities; (ii) the estate of any such partner; (iii) any spouse, lineal descendant or ancestor, or spouse of any lineal descendant or ancestor of any Holder or to any trust for the benefit of such Holder or such persons; or (iv) any affiliate of a Holder as defined in order to establish compliance with any provision Rule 12b-2 of the Securities Exchange Act.

Notice of Proposed Transfers. The holder 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 SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by a Purchaser to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) a transfer to an affiliated fund or partnership, (iv) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder Company shall also provide, be accompanied at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, addressed to the Company, Company to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided. The Company will not require such a legal opinion, however, that no opinion of counsel or "no action" letter shall be required or other evidence satisfactory to counsel to the Company (a) in any transaction in compliance with respect to Rule 144 under the Securities Act (i) a transfer not involving a change in beneficial ownership"Rule 144"), (iib) in any transaction in which an Investor which is a transaction involving the distribution without consideration of corporation distributes Restricted Securities by the holder solely to its constituent partners majority owned subsidiaries or members in proportion to their ownership interests in the holderaffiliates for no consideration, or (iiic) in any transaction in which an Investor which is a transaction involving the transfer without consideration of partnership or limited liability company distributes Restricted Securities by an individual holder during such holder's lifetime by way solely to partners, affiliates (as defined in the Securities Act) or members thereof for no consideration; provided that each transferee agrees in writing to be subject to the terms of gift or on death by will or intestacythis Section 1.4. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in Section 3 1.3 above, except that such certificate shall not bear such the restrictive legend if set forth in Section 1.3(a) above if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities Act. In either such case, the Company shall be obligated to reissue promptly legended or unlegended certificates at the request of any holder thereof.

Notice of Proposed Transfers. The holder Each Holder of each a certificate representing Restricted Securities the Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 4Sections 11 and 15. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Securities by a Holder to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) a transfer to an affiliated fund, partnership or company, which is not a competitor of the Company, subject to compliance with applicable securities laws or (iv) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give prior written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holderHolder's election and expense, by either (i) a written an opinion of legal counsel (who shall, and whose opinion shall be, addressed to the Company and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, ) to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no action" letter from the Securities and Exchange Commission (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder such Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, bear (except if such transfer is made pursuant to Rule 144, in which case the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.Section

Notice of Proposed Transfers. The holder of each certificate representing the Restricted Securities Securities, by acceptance thereof thereof, agrees to comply comply, in addition to the requirements of Section 45 of the Company's Bylaws, in all respects with the provisions of this Section 41.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested by the Company, and shall be accompanied (except in transactions in compliance with Rule 144 and except for transfers without consideration to one or more partners or shareholders of the holder shall also provide(e.g., at such an in-kind distribution pursuant to the terms of the holder's election and expense, governing documents)) by either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company (it being agreed that Testx Xxxxxxx & Xhibxxxxx xx satisfactory) addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission Commission, a copy of any holder's request (together with all supplements or amendments thereto) for which shall have been provided to the Company, at or prior to the time of first delivery to the Commission's staff, to the effect that the transfer of such securities without registration will not result in a recommendation by the such staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as provided for above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend legends set forth in Section 3 1.3 above, except that such certificate shall not bear such the restrictive legend if set forth in Section 1.3(a) above if, in the opinion of counsel for such holder and the Company or counsel for the Company such holder, such legend is not required in order to establish compliance with any provision provisions of the Securities ActAct and except that such certificate shall not bear the restrictive legend set forth in Section 1.3(b) above if the right of first refusal set forth in the Company's Bylaws is no longer applicable.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 49(b). Any Person (other than another Holder or a Subsidiary or Affiliate of the transferring Holder) to whom any Holder proposes to transfer Registrable Securities must be a bona fide third party with sufficient financial resources to purchase such Registrable Securities, and any such proposed transfer must be on reasonable terms negotiated on an arm's-length basis. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is Registrable Securities other than transfers in effect a registration statement compliance with Rule 144(k) promulgated under the Securities Act covering the proposed transferor pursuant to an effective Registration Statement or to a Holder's Subsidiaries or Affiliates under circumstances expressly contemplated herein, the holder Holder thereof shall give written notice (each, a "Transfer Notice") to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice Transfer Notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested by detail (including the Companyidentity of the proposed transferee, the holder proposed price per share and any other material terms and conditions of the proposed transfer), and shall also provide, at such holderbe accompanied (except in transfers in compliance with Rule 144(k) promulgated under the Securities Act or pursuant to an effective Registration Statement or to a Holder's election and expense, either (iSubsidiaries or Affiliates) by a written opinion of to the Holder and the Company from legal counsel who shall be, and whose legal opinion shall be in form and substance reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Registrable Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission whereupon, subject to the effect that Company's rights set forth in Section 10, the transfer Holder of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Registrable Securities shall be entitled to transfer such Restricted Registrable Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyTransfer Notice. Each certificate evidencing the Restricted Registrable Securities transferred as provided above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above9(a), except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company referred to above expressly indicates that such legend is not required in order to establish compliance with any provision of the Securities ActAct or if such legend is no longer required pursuant to Rule 144(k).

Notice of Proposed Transfers. 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 SecuritiesSecurities (other than (a) a transfer not involving a change in beneficial ownership (which shall be deemed to include without limitation a transfer between and among affiliates), (b) in transactions involving the distribution without consideration of Restricted Securities by any of the Purchasers to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, or a transfer to one or more affiliated partnerships managed by it, so long as each such transferee agrees in writing to be bound by the terms of this Agreement or (c) the exchange of any Exchangeable Shares for Ordinary Shares), 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (ia) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (iib) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 43.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (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 holder to any of its partners, members, or retired partners or members, or to the estate of any of its partners or members or retired partners or members, (iii) in transactions in compliance with Rule 144 promulgated under the Securities Act (“Rule 144”), (iv) transfers by members that are entities to affiliated entities or funds (United States based or non-United States based), and (v) transfers to the Company by any holder of Restricted Securities pursuant to the Company’s repurchase option set forth in any agreement entered into after the date hereof if such agreement is approved by a majority of the Board, including at least one (1) Preferred Share Director, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and ’s expense, by either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided. For the avoidance of doubt, however, it shall not be reasonable for the Company to request that no a notice be accompanied by any such opinion of counsel or "“no action" ” letter if, among other things, both the transferor and the transferee have certified in writing that each of them is not a U.S. Person (as defined under Rule 902 of Regulation S promulgated under the Securities Act). Notwithstanding any of the foregoing exceptions to the notice requirements, all transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests this Agreement and other shareholder agreements, including the market standoff set forth in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacySection 3.14 below. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in Section 3 3.3 above, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 42. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, ’s expense by either (ia) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (c) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "“no action" ” letter shall be required (x) in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownershipRule 144, (iiy) in any transaction in which an Investor which is a transaction involving the distribution without consideration of corporation distributes Restricted Securities by the holder solely to its constituent partners or members in proportion to their ownership interests in the holderAffiliates for no consideration, or (iiiz) in any transaction in which an Investor which is a transaction involving the transfer without consideration of partnership distributes Restricted Securities by an individual holder during such holder's lifetime by way solely to its partners, limited partners, retired partners, members or retired members for no consideration; provided that each transferee agrees in writing to be subject to the terms of gift or on death by will or intestacythis Section 2. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in this Section 3 above2, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities ActAct or this Agreement.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities the Subject Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSubject Shares (other than (a) a transfer not involving a change in beneficial ownership, unless there is (b) in effect a registration statement transactions involving the distribution without consideration of the Subject Shares by the holder to any of its partners, members, or retired partners or members, or to the estate of any of its partners or members or retired partners or members, (c) in transactions in compliance with Rule 144 promulgated under the Securities Act covering (“Rule 144”), (d) transfers by members that are entities to affiliated entities or funds (United States based or non-United States based), and (e) transfers to the proposed transferCompany by any holder of the Subject Shares pursuant to the Company’s repurchase option set forth in any agreement entered into as of or after the date hereof if such agreement is approved by a majority of the Board), the holder thereof Investor shall give written notice to the Company of such holder's Investor’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and ’s expense, by either (ia) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities Subject Shares may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Subject Shares shall be entitled to transfer such Restricted Securities Subject Shares in accordance with the terms of the notice delivered by the holder to the Company; provided. For the avoidance of doubt, however, it shall not be reasonable for the Company to request that no a notice be accompanied by any such opinion of counsel or "“no action" ” letter if, among other things, both the transferor and the transferee have certified in writing that each of them is not a U.S. Person (as defined under Rule 902 of Regulation S promulgated under the Securities Act). Notwithstanding any of the foregoing exceptions to the notice requirements, all transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythis Agreement. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "no action" letter shall be required (a) in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownershipRule 144, (iib) in any transaction in which an Investor which is a transaction involving the distribution without consideration of corporation distributes Restricted Securities by after six (6) months after the holder purchase thereof solely to its constituent partners majority-owned subsidiaries or members in proportion to their ownership interests in the holderaffiliates for no consideration, or (iiic) in any transaction in which an Investor which is a transaction involving the transfer without consideration of partnership distributes Restricted Securities by an individual holder during such holder's lifetime by way after six (6) months after the purchase thereof solely to partners thereof for no consideration, provided that each transferee agrees in writing to be subject to the terms of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in this Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act1.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, ’s expense by either (ia) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (c) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "“no action" ” letter shall be required with respect to (i) in any transaction in which an Investor which is a transfer not involving a change in beneficial ownershipcorporation distributes Restricted Securities solely to its majority owned subsidiaries or affiliates for no consideration, or (ii) in any transaction in which an Investor which is a transaction involving the distribution without consideration of partnership distributes Restricted Securities by the holder solely to its constituent partners partners, limited partners, retired partners, members or retired members for no consideration; provided that each transferee agrees in proportion writing to their ownership interests in be subject to the holder, or (iii) a transaction involving the transfer without consideration terms of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythis Section 1. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in this Section 3 above1, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities ActAct or this Agreement.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities the Subject Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSubject Shares (other than (a) a transfer not involving a change in beneficial ownership, unless there is (b) in effect a registration statement transactions involving the distribution without consideration of the Subject Shares by the holder to any of its partners, members, or retired partners or members, or to the estate of any of its partners or members or retired partners or members, (c) in transactions in compliance with Rule 144 promulgated under the Securities Act covering (“Rule 144”), (d) transfers by members that are entities to affiliated entities or funds (United States based or non-United States based), and (e) transfers to the proposed transferCompany by any holder of the Subject Shares pursuant to the Company’s repurchase option set forth in any agreement entered into as of or after the date hereof if such agreement is approved by a majority of the Board), the holder thereof each Investor shall give written notice to the Company of such holder's Investor’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and ’s expense, by either (ia) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities Subject Shares may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Subject Shares shall be entitled to transfer such Restricted Securities Subject Shares in accordance with the terms of the notice delivered by the holder to the Company; provided. For the avoidance of doubt, however, it shall not be reasonable for the Company to request that no a notice be accompanied by any such opinion of counsel or "“no action" ” letter if, among other things, both the transferor and the transferee have certified in writing that each of them is not a U.S. Person (as defined under Rule 902 of Regulation S promulgated under the Securities Act). Notwithstanding any of the foregoing exceptions to the notice requirements, all transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythis Agreement. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. 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, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall need be required obtained with respect to a transfer to (iA) a transfer not involving partner, active or retired, of a change in beneficial ownershipholder of Restricted Securities, (iiB) the estate of any such partner, (C) an "affiliate" of a transaction involving the distribution without consideration holder of Restricted Securities as that term is defined in Rule 405 promulgated by the holder to its constituent partners or members in proportion to their ownership interests in Commission under the holderSecurities Act (an"AFFILIATE"), or (iiiD) to the spouse, children, grandchildren or spouse of such children or grandchildren of any holder or to trusts for the benefit of any Holder or such persons where the holder is a transaction involving natural person (each person or entity in this subsection (D), a "FAMILY MEMBER"), if the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacytransferee agrees to be subject to the terms hereof. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. 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, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice (the "Notice") to the Company of such holder's intention to effect make such transfer, sale, assignment or pledge. Each such notice The Notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substances to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no for transactions made pursuant to Rule 144 under -------- ------- the Securities Act, an opinion of counsel or "no action" letter shall only be required if reasonably requested by the Company and which shall be required with respect to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act. Notwithstanding the foregoing provisions of this Section 1.4, no such registration statement or opinion of counsel shall be necessary for a transfer by a holder which is (iA) a transfer not involving a change corporation to its shareholders in beneficial ownershipaccordance with their interest in the corporation, (iiB) a transaction involving the distribution without consideration of Restricted Securities by the holder limited liability company to its constituent members or former members in accordance with their interest in the limited liability company, (C) a partnership to its partners or members retired partners in proportion accordance with partnership interests or to a liquidating trust for their ownership interests in benefit, (D) an individual to a family member or trust for the holderbenefit of such individual or a family member, or (iiiE) a transaction involving trustee for the transfer without consideration benefit of Restricted Securities by others to a successor trustee, provided in the case of either (A), (B), (C), (D) or (E), that the transferee will be subject to the terms of this Section 1 to the same extent as if he were an individual original holder during such holder's lifetime by way of gift or on death by will or intestacyhereunder. Each certificate evidencing the Restricted Securities so transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend legends set forth in Section 3 above1.3, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is legends are not required in order to establish compliance with any provision provisions of the Securities Actsecurities laws.

Notice of Proposed Transfers. 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, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Purchaser shall give written notice to the Company of such holder's its intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (ia) a written opinion of legal counsel (who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, ) addressed to the Company, Company to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (iib) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon whereupon, in each case, the holder of such Restricted Securities Purchaser shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Purchaser to the Company; provided. Unless there is in effect a registration statement under the Securities Act covering the proposed transfer, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each each certificate evidencing the Restricted Securities transferred as above herein provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 8.2 above, except that such certificate shall not bear such restrictive legend if if, (i) in the opinion of counsel for such holder and counsel for the Company Purchaser, such legend is not required in order to establish compliance with any provision provisions of the Securities Act, (ii) a period of at least three years has elapsed since the later of the date the Restricted Securities were acquired from the Company or from an affiliate of the Company, and the Purchaser represents to the Company that it is not an affiliate of the Company and has not been an affiliate during the preceding three months and shall not become an affiliate of the Company without resubmitting the Restricted Securities for reimposition of the legend, or (iii) the Restricted Securities have been sold pursuant to Rule 144(k) and the certificate is accompanied by a representation by the Purchaser that it is not an affiliate of the Company, has not been an affiliate during the three-month period prior to the sale and has held the Restricted Securities for more than three years.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. (a) Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is Securities (other than under circumstances described in effect a registration statement under the Securities Act covering the proposed transferSection 9 hereof), the holder thereof Purchaser shall give written notice to the Company of such holderthe Purchaser's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe describing the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient reasonable detail, and, if requested . (b) The notice provided for in Section 4.6(a) above shall be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel (who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, ) addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Purchaser shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Purchaser to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 4.5 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for referred to above is to the Company further effect that such legend is not required in order to establish compliance with any provision provisions of the Securities Act. SECTION 5 Purchaser's Conditions to Closing 5.1 Conditions to the Purchaser's Obligations at the First Closing. The Purchaser's obligation to purchase Shares at the First Closing is subject to the fulfillment on or prior to the First Closing Date of the following conditions, any of which may be waived by the Purchaser: (a) The representations and warranties made by the Company in Section 3 hereof, when read together with Exhibit B attached hereto (as revised, if at all, prior to the Closing) shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. (b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the First Closing Date shall have been performed or complied with in all material respects. (c) At the time of the First Closing, the purchase of the Shares by the Purchaser hereunder shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject. (d) The Company shall have delivered to the Purchaser a certificate, executed by the President of the Company, dated the First Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (f), (g) and (h) of this Agreement. (e) All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Purchaser and counsel for the Purchaser, and the Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request. (f) The Company shall have obtained any and all consents, permits and waivers and made all filings necessary or appropriate for consummation of the transactions contemplated by this Agreement. (g) The right of first refusal held by each Series A Preferred Shareholder, each Series B Preferred Shareholder, each Series C Preferred Shareholder and each Series D Preferred Shareholder shall have been waived with respect to the issuance and sale of the Shares. (h) The Amendment to Articles shall have been filed with the Secretary of State of the State of California. (i) The Purchaser shall have received from Xxxx & Freidenrich, A Professional Corporation, counsel to the Company, an Opinion addressed to Purchaser, dated the First Closing Date, containing the provisions set forth in Exhibit C hereto.

Notice of Proposed Transfers. 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 3.2. (a) Before any proposed sale, assignmentpledge, or transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfertransaction, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment pledge, or pledgetransfer. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment pledge, or pledge transfer in sufficient detail, detail and, if reasonably requested by the Company, the holder shall also provide, be accompanied at such holder's election and expense, Holder’s expense by either (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice delivered given by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 3 above3.1(b) of this Agreement, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder Holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities Act. (b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, (D) an entity transferring to an affiliate, or (E) an individual transferring to the Holder’s family member or trust for the benefit of an individual Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by the Investors to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) a transfer to an affiliated fund, partnership or company, which is not a competitor of the Company, subject to compliance with applicable securities laws, (iv) a transfer without consideration by a corporation to its stockholders in accordance with their interest in the corporation, (v) a transfer without consideration by a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (vi) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, ’s expense by either (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend (i) if such transfer is made pursuant to Rule 144 or (ii) if in the opinion of counsel for such holder holder, and counsel for in the Company reasonable opinion of the Company, such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section SECTION 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities to any partners or members, or retired partners or members, or to the estate of a transferor (iii) any transfer to any affiliate controlled by or under common control with any transferor or (iv) in transactions in compliance with Rule 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, . It is agreed that no the Company will not request an opinion of counsel or "no action" letter for the holder for transactions made in reliance on Rule 144 under the Securities Act except in unusual circumstances, the existence of which shall be required with respect to (i) a transfer not involving a change promptly determined in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities good faith by the holder to its constituent partners or members in proportion to their ownership interests in Board of Directors of the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyCompany. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section SECTION 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder (if required above) and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. 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, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice (the "Notice") to the Company of such holder's intention to effect make ------ such transfer, sale, assignment or pledge. Each such notice The Notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if . If reasonably requested by the CompanyCompany prior to the transfer being effected, the holder shall also provide, at such holder's election and expense, either (i) provide to the Company a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act. Notwithstanding anything to the contrary contained herein, no such registration statement or opinion of counsel shall be necessary for a transfer (i) without consideration by a non-"affiliate" (as defined in the Securities Act) Investor which is (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their interest in the corporation, (C) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (D) a natural person to the Investor's immediate family member or trust for the benefit of such individual Investor or (ii) with or without consideration by a non-"affiliate" (as defined in the Securities Act) Investor which is an entity to an "no actionaffiliate" letter from (as defined in the Commission to the effect that the transfer Securities Act) of such securities without registration Investor, provided that such affiliate is an "accredited investor" (as defined in Regulation D promulgated under the Securities Act); provided that in each case the transferee will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled subject to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder this Agreement to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by same extent as if such transferee were an individual holder during such holder's lifetime by way of gift or on death by will or intestacyoriginal Investor hereunder. Each stock certificate evidencing the Restricted Securities so transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend legends set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act5.2.

Notice of Proposed Transfers. 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, unless there is in effect a registration statement under **** Certain information has been omitted and filed separately with the Securities Act covering the proposed transfer, the holder thereof shall give written notice and Exchange Commission. Confidential treatment has been requested with respect to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either omitted portions. (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; Company and subject to the terms of the Seventh Amended and Restated Co-Sale Agreement, dated on or about the date hereof, to the extent applicable thereto, provided, however, that that, without the consent of the Company, no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration holder of Restricted Securities by the holder who is a corporation shall be permitted to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of such Restricted Securities by to an individual holder during unaffiliated stockholder of such corporate holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 1A.2 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. 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 SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by a Preferred Stockholder to any of its partners or members, or retired partners or members, or to the estate of any of its partners or members or retired partners or members), 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, . It is agreed that no the Company will not request an opinion of counsel or "no action" letter for the holder for transactions made in reliance on Rule 144 under the Securities Act except in unusual circumstances, the existence of which shall be required with respect to (i) a transfer not involving a change determined in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities good faith by the holder to its constituent partners or members in proportion to their ownership interests in Board of Directors of the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyCompany. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. 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, assignment or transfer or pledge of any Restricted SecuritiesShares, unless the Shares are to be transferred pursuant to Rule 144 or there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Symantec shall give written notice to the Company SalesLogix of such holderSymantec's intention to effect such transfer, sale, assignment sale or pledgeassignment. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, sale or assignment or pledge in sufficient detail, and, if requested and shall be accompanied at Symantec's expense by the Company, the holder shall also provide, at such holder's election and expense, either (ia) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the CompanySalesLogix, addressed to the CompanySalesLogix, to the effect that the proposed transfer of the Restricted Securities Shares may be effected without registration or qualification under the Securities ActAct and applicable state "blue sky" statutes, rules and regulations ("Blue Sky Laws"), or (iib) a "no action" letter from the Commission and applicable state "blue sky" regulators (the "Regulators") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission or the Regulators that action be taken with respect thereto, or (c) any other evidence reasonably satisfactory to counsel to SalesLogix, whereupon the holder of such Restricted Securities Symantec shall be entitled to transfer such Restricted Securities Shares in accordance with the terms of the notice delivered by the holder Symantec to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacySalesLogix. Each certificate evidencing the Restricted Securities Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144144 or pursuant to a registration, the appropriate restrictive legend set forth legends referred to in this Section 3 above1, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder Symantec and counsel for the Company SalesLogix, such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities Common Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section 4section 6. Prior to any proposed sale, assignmentpledge, assignment or transfer or pledge of any Restricted Securities, Common Shares (other than a transfer not involving a change in beneficial ownership) 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities Common Shares may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Common Shares shall be entitled to transfer such Restricted Securities Common Shares in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities Common Shares transferred as above provided shall bear, except if unless such transfer is made pursuant to Rule 144an effective registration statement, the appropriate restrictive legend set forth in Section 3 section 5 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, expense by either (ia) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (iib) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (c) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "no action" letter shall be required (x) in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownershipRule 144, (iiy) in any transaction in which a transaction involving the distribution without consideration of Holder which is a corporation distributes Restricted Securities by the holder solely to its constituent partners majority owned subsidiaries or members in proportion to their ownership interests in the holderaffiliates for no consideration, or (iiiz) in any transaction in which a transaction involving the transfer without consideration of Holder which is a partnership distributes Restricted Securities by an individual holder during such holder's lifetime by way solely to partners thereof for no consideration; provided that each transferee agrees in writing to be subject to the terms of gift or on death by will or intestacythis Section 1. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in this Section 3 above1, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities ActAct or this Agreement.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof Holder agrees to comply in all respects with the provisions of this Agreement. Without in any way limiting the immediately preceding sentence or the provisions of Section 2, no sale, assignment, transfer or pledge (other than (i) a sale made pursuant to a registration statement filed under the Securities Act and declared effective by the Commission for which no stop order has been issued and is then existing or (ii) a sale made in accordance with the applicable provisions of Rule 144) of Registrable Securities shall be made by the Holder to any person unless such person shall first agree in writing to be bound by the restrictions of this Agreement, including without limitation this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Registrable Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfertransfer or such sale is made pursuant to Rule 144, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient reasonable detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel (who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, ) addressed to the Company, to the effect that the proposed transfer of the Restricted Registrable Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission Act and under applicable state securities laws and regulations. Upon delivery to the effect that the transfer Company of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretonotice and, whereupon if required, such opinion, the holder of such Restricted Registrable Securities shall be entitled to transfer such Restricted Registrable Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, such notice. The Company agrees that no it shall not request such an opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, ownership or (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Registrable Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythe laws of descent and distribution. Each certificate evidencing the Restricted Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144144 or pursuant to an effective registration statement, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder Holder and counsel for the Company Company, such legend is not required in order to establish or ensure compliance with any provision the provisions of the Securities ActAct and this Agreement.

Notice of Proposed Transfers. 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 of this Warrant or pledge the shares of any Restricted Warrant Stock received on the exercise of this Warrant (the "Securities"), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Securities Exchange Commission (the "Commission") to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted the Securities shall be entitled to transfer such Restricted the Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no such registration statement or opinion of counsel or "no action" letter shall be required with respect to (i) necessary for a transfer not involving by a change in beneficial ownership, (ii) a transaction involving the distribution without consideration Holder to any affiliate of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holdersuch Holder, or (iii) a transaction involving transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by gift, will or intestacyintestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. 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, unless there is in effect a registration statement under the Securities Act covering the proposed transferthis ---------------------------- Warrant, the holder thereof Warrantholder shall give written notice to the Company of such holder's its intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, transfer and, except with respect to an affiliate who represents and warrants that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, if reasonably requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written be accompanied by an opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, Company to the effect that the proposed transfer of the Restricted Securities this Warrant may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Warrantholder shall be entitled to transfer such Restricted Securities this Warrant in accordance with the terms of its notice. Any new warrant issued to such transferee in replacement of this Warrant shall bear the notice delivered by same legend set forth on the holder to first page of this Warrant, unless (i) such transfer is in accordance with the Company; provided, however, that no provisions of Rule 144 promulgated under the Act (or any other rule permitting public sale of this Warrant without registration under the Act) or (ii) the opinion of counsel or "no action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate (as such term is defined in Rule 144 promulgated under the Act) of the Company) would be entitled to transfer such securities in a public sale without registration under the Act. Whenever a Warrantholder is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) promulgated under the Act are available to such Warrantholder without limitation, such Warrantholder shall be required with respect entitled to (i) receive from the Company, without expense, a transfer new warrant not involving a change in beneficial ownership, (ii) a transaction involving bearing the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in on the opinion first page of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Actthis Warrant.

Notice of Proposed Transfers. The holder 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, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company reasonably requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no actionNo Action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no actionNo Action" letter shall need be required obtained with respect to a transfer, if the transferee agrees to be subject to the terms hereof, to (iA) if a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration Holder of Restricted Securities is a partnership, a partner, whether active or retired, of such Holder of Restricted Securities, (B) the estate of any Holder of Restricted Securities, (C) an "affiliate" of a Holder of Restricted Securities as that term is defined in Rule 405 promulgated by the holder Commission under the Securities act, (D) if the Holder is a corporation, to its constituent partners stockholders, (E) if the Holder is a limited liability company, to its members or members in proportion to their ownership interests in the holderformer members, or (iiiF) a transaction involving the transfer without consideration spouse, children, grandchildren or spouse of Restricted Securities by an individual holder during such holder's lifetime by way children or grandchildren of gift any Holder or on death by will to trusts for the benefit of any Holder or intestacysuch persons. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend in substantially the form set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if the transferee provides an opinion of counsel as provided in Section 3 or in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities ActAct or applicable state securities laws.

Notice of Proposed Transfers. 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 saletransfer, assignment, offer to transfer or pledge attempted transfer of this Warrant or any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transferExercise Share, the holder thereof of such security shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall (x) describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall contain an undertaking by the Companyperson giving such notice to furnish such other information as may be required, to enable counsel to render the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall beopinions referred to below, and whose legal opinion shall (y) designate the counsel for the person giving such notice, such counsel to be reasonably satisfactory to the Company, addressed . The person giving such notice shall submit a copy thereof to the Companycounsel designated in such notice and the Company shall submit a copy thereof to its counsel, to and the effect that following provisions shall apply: (i) If, in the opinion of each such counsel, the proposed transfer of the Restricted Securities this Warrant or Exercise Share, as appropriate, may be effected without registration of such security under the Securities 1933 Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretoCompany shall, whereupon as promptly as practicable, so notify the holder of such Restricted Securities security and such holder shall thereupon be entitled to transfer such Restricted Securities security in accordance with the terms of the notice delivered by the such holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities securities thus to be transferred as above provided (and each certificate evidencing any untransferred balance of the securities evidenced by such certificate) shall bear, except if such transfer is made pursuant bear the restrictive legends referred to Rule 144, the appropriate restrictive legend set forth in Section 3 subparagraph (b) above, except that such certificate shall not bear such restrictive legend if unless in the opinion of each such counsel for such holder and counsel for the Company such legend is not required in order to establish insure compliance with any provision the 1933 Act. (ii) If, in the opinion of either of such counsel, the proposed transfer of securities may not be effected without registration under the 1933 Act, the Company shall, as promptly as practicable, so notify the holder thereof. However, the Company shall have no obligation to register such securities under the 1933 Act, except as otherwise provided herein. The holder of the Securities Actsecurities giving the notice under this subparagraph (c) shall not be entitled to transfer any of the securities until receipt of notice from the Company under paragraph (i) of this subparagraph (c) or registration of such securities under the 1933 Act has become effective.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Limited Securities by acceptance thereof agrees in writing to comply in all respects with the provisions of this Section 47.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Limited Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfertransfer (including the names of the transferees, sale, assignment or pledge if known) in sufficient detail, andand shall be accompanied (except in the following cases, with respect to which the requirements set forth in the balance of this sentence need not be complied with if requested the transferee agrees in writing to be bound by the Companythen applicable provisions of this Section 7: transactions in compliance with Rule 144 so long as the Company is furnished with satisfactory evidence of compliance with such Rule; transactions involving the distribution of Limited Securities in accordance with the beneficial ownership thereof by any Investor to any Authorized Transferee, so long as such transaction does not involve the disposition of such Limited Securities for value; and transactions involving the transfer of Limited Securities by any holder shall also provide, at such holder's election and expense, who is an individual to any Authorized Transferee) by either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Limited Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Limited Securities shall be entitled to transfer such Restricted Limited Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Limited Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 7.2 above, except that such certificate shall not bear such restrictive legend if in the reasonable opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 43.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, Securities (unless there is in effect a registration statement under the Securities Act covering the proposed transfer), the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in reasonably sufficient detail, andand (except in transactions in compliance with Rule 144, if requested registered under the Securities Act or unless waived by the Company, the holder ) shall also provide, at such holder's election and expense, be accompanied by either (i) a written opinion of legal counsel counsel, who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities Restricted Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretothereto or (iii) such other evidence reasonably satisfactory to the Company that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive above shall bear the legend set forth in Section 3 3.2 above, except that such certificate shall not bear such restrictive legend if such transfer occurred pursuant to an effective registration statement or Rule 144 or, in the reasonable opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. 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 SecuritiesSecurities (other than under circumstances described in Section 5, unless there is in effect a registration statement under the Securities Act covering the proposed transfer6 or 8 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall be accompanied (except (i) in transactions in compliance with Rule 144 promulgated under the Securities Act, if requested by (ii) for a transfer to a holder's majority owned subsidiary or an entity that directly or indirectly controls a majority of the Companyvoting securities of such holder, the holder shall also provide, at (iii) for a transfer to such holder's election and expensespouse, ancestors, descendants or a trust for any of their benefit, (iv) in transactions involving the distribution without consideration of Restricted Securities by a holder to any of its partners or retired partners or to the estate of any of its partners or retired partners, or (v) repurchases by the Company of Common Stock issued to employees or directors of the Company pursuant to restricted stock purchase agreements (collectively, "EXEMPT TRANSACTIONS")) by either (ia) a written opinion of legal counsel to the holder who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (iib) a "no no- action" letter from the Commission to the effect that the transfer distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the such holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend after the date of the Company's initial public offering under the Securities Act if in the opinion of counsel for such holder and counsel for the Company or "no-action" letter referred to above expressly indicates that such legend is not required in order to establish compliance with the Act or if such legend is no longer required pursuant to Rule 144(k) or any provision of the Securities Actsuccessor rule.

Notice of Proposed Transfers. (a) The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to any of its partners, members, grantors to a trust that is an Investor, or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, (iii) a transfer to an affiliated fund, partnership or company, which is not a competitor of the Company, subject to compliance with applicable securities laws, or (iv) transfers in compliance with Rule 144(k), as long as the Company is furnished with satisfactory evidence of compliance with such Rule), 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. . (b) Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and ’s expense, by either (i) a written opinion of legal counsel (who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, ) addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to . (ic) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided in accordance with this Section 2 shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for in the Company reasonable opinion of the Company’s counsel, such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Without in any way limiting the immediately preceding sentence, no sale, assignment, transfer or pledge of Restricted Securities shall be made by any holder thereof to any person unless such person shall first agree in writing to be bound by the restrictions of this Agreement including, without limitation, Section 7 and this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no the Company shall not request an opinion of counsel or a "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy, or (iv) a transfer or assignment by The Xxxxxxx Sachs Group, L.P. and/or its affiliates (collectively, "GOLDMAN") to a successor entity in connection with a public offering by Goldman. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act. Notwithstanding the foregoing, each holder of Restricted Securities agrees that it will not request that a transfer of the Restricted Securities be made or that the legend set forth in Section 3 be removed from the certificate representing the Restricted Securities, solely in reliance on Rule 144(k) if, as a result thereof, the Company would be rendered subject to the reporting requirements of the Exchange Act.

Notice of Proposed Transfers. 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, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" “No Action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" No Action letter shall need be required obtained with respect to a transfer to (iA) a transfer not involving partner or member, active or retired, of a change in beneficial ownership, (ii) a transaction involving the distribution without consideration holder of Restricted Securities by that is an entity, (B) a beneficiary of a holder of Restricted Securities that is a trust, (C) the estate of any holder to its constituent partners or members in proportion to their ownership interests in the holderof Restricted Securities who is an individual, or (iiiD) a transaction involving the transfer without consideration spouse, children, grandchildren or spouse of such children or grandchildren of any holder of Restricted Securities by who is an individual or to trusts for the benefit of any such holder during or such holder's lifetime by way of gift or on death by will or intestacypersons, provided that in such cases the transferee agrees in writing to be subject to the terms hereof. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 legends described above, except that such certificate shall not bear any such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Actrequired.

Notice of Proposed Transfers. 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 (a) Five Business Days prior to any proposed sale, assignment, transfer or pledge Transfer (other than Transfers of any Restricted Securities, unless there is in effect a registration statement Notes (i) registered under the Securities Act covering Act, (ii) to an Affiliate of DLJSC or a general partnership in which DLJSC or an Affiliate of DLJSC is one of the proposed transfergeneral partners or (iii) to be made in reliance on Rule 144A under the Securities Act) of any Notes, the holder thereof shall give written notice to the Company of such holder's intention to effect such transferTransfer, sale, assignment or pledge. Each such notice shall describe setting forth the manner and circumstances of the proposed transferTransfer, sale, assignment or pledge in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written an opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company, Issuer to the effect that the proposed transfer Transfer of the Restricted Securities such Notes may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission such representation letters in form and substance reasonably satisfactory to the effect that Company to ensure compliance with the transfer provisions of the Securities Act and (iii) such securities without registration will not result letters in a recommendation form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the staff terms of this Agreement. Such proposed Transfer may be effected only if the Commission that action be taken with respect theretoCompany shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Restricted Securities Notes shall be entitled to transfer Transfer such Restricted Securities Notes in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities Note transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, 8.02 (a) except that such certificate Note shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for referred to above is to the Company further effect that neither such legend is not nor the restrictions on Transfer in Sections 8.01 through 8.03 are required in order to establish ensure compliance with any provision the provisions of the Securities Act. (b) Five Business Days prior to any proposed Transfer of any Notes to be made in reliance on Rule 144A under the Securities Act ("Rule 144A"), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer and certifying that such Transfer will be made (i) in full compliance with Rule 144A and (ii) to a transferee that (A) such holder reasonably believes to be a "qualified institutional buyer" within the meaning of Rule 144A and (B) is aware that such Transfer will be made in reliance on Rule 144A. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, whereupon the holder of such Notes shall be entitled to Transfer such Notes in accordance with the terms of the notice delivered by the holder to the Company. Each Note transferred as above provided shall bear the legend set forth in Section 8.02(a).

Notice of Proposed Transfers. The holder of each certificate representing Restricted Purchaser Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 410.10. After release of Purchaser Securities from the Escrow Agreement, Selling Shareholders may, subject to the Holdback Agreement and applicable securities laws, freely transfer such Purchaser Securities in the United States. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesPurchaser Securities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Purchaser Securities by a shareholder to any of its partners or members, or retired partners or members, or to the estate of any of its partners or members or retired partners or members), 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 Purchaser of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Purchaser addressed to the CompanyPurchaser, to the effect that the proposed transfer of the Restricted Purchaser Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Purchaser Securities shall be entitled to transfer such Restricted Purchaser Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, Purchaser. It is agreed that no the Purchaser will not request an opinion of counsel or "no action" letter for the holder for transactions made in reliance on Rule 144 under the Securities Act except in unusual circumstances, the existence of which shall be required with respect to (i) a transfer not involving a change determined in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities good faith by the holder to its constituent partners or members in proportion to their ownership interests in Board of Directors of the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyPurchaser. Each certificate evidencing the Restricted Purchaser Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 10.9 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company Purchaser such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Without in any way limiting the immediately preceding sentence or the provisions of Section 2, no sale, assignment, transfer or pledge (other than (i) a sale made pursuant to a registration statement filed under the Securities Act and declared effective by the Commission or (ii) a sale made in accordance with the applicable provisions of Rule 144) of Restricted Securities shall be made by any holder thereof to any person unless such person shall first agree in writing to be bound by the restrictions of this Agreement, including without limitation this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 Parent of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the CompanyParent, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel (who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Parent) addressed to the CompanyParent, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission Act and under applicable state securities laws and regulations. Upon delivery to the effect that the transfer Parent of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretonotice and, whereupon if required, such opinion, the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, such notice. Parent agrees that no it shall not request such an opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Parent, such legend is not required in order to establish or ensure compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 43.3. Prior to any proposed sale, assignment, transfer transfer, pledge, or pledge charge of any Restricted Securities, 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 of such holder's ’s intention to effect such transfer, sale, assignment assignment, charge or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment assignment, charge or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and ’s expense, by either (i) a written opinion of legal counsel (which, for the avoidance of doubt, may include an Investor’s in-house legal counsel) who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, charge or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, charge or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to sell, pledge, charge or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities the Restricted Securities may be effected without registration will not result in a recommendation by under the staff of the Commission that action be taken with respect theretoSecurities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; providedor (y) in any transaction in which such holder distributes Restricted Securities to an affiliate of such holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 3.3. Each certificate, howeverinstrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 3.2(b), except that no such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel or "no action" letter for such holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Any transferee shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests in this Agreement and other shareholder agreements, including the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyMarket Standoff provision. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in Section 3 3.2 above, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities This Warrant is transferable by acceptance thereof agrees the Holder hereof subject to comply in all respects compliance with the provisions of this Section 49. Prior to any proposed sale, assignment, transfer of this Warrant or pledge the shares of any Restricted Warrant Stock received on the exercise of this Warrant (the “Securities”), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities ActAct and any applicable state securities laws, or (ii) a "“no action" ” letter from the Securities and Exchange Commission (the “Commission”) to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted the Securities shall be entitled to transfer such Restricted the Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no such registration statement or opinion of counsel or "no action" letter shall be required with respect to (i) necessary for a transfer not involving by a change in beneficial ownership, (ii) a transaction involving the distribution without consideration Holder to any affiliate of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holdersuch Holder, or (iii) a transaction involving transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by gift, will or intestacyintestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 48.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is Securities (other than a transfer not involving a change in effect a registration statement under the Securities Act covering the proposed transferbeneficial ownership), the holder thereof shall give written notice to the Company of such holderPurchaser's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, by either (i) a written opinion of legal counsel counsel, who shall be, be and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 8.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (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 holder to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, or (iii) in transactions in compliance with Rule 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 2.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder 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, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company reasonably requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no actionNo Action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no actionNo Action" letter shall need be required obtained with respect to a transfer to (iA) a transfer not involving partner or member, active or retired, of a change in beneficial ownershipHolder of Restricted Securities, (iiB) the estate of any Holder of Registrable Securities, (C) an "affiliate" of a transaction involving the distribution without consideration Holder of Restricted Securities as that term is defined in Rule 405 promulgated by the holder Commission under the Securities Act, (D) if to a corporation, to its constituent partners stockholders, (E) if to a limited liability company, to its members or former members in proportion to their ownership interests in the holder, or (iiiF) a transaction involving the transfer without consideration spouse, children, grandchildren or spouse of Restricted Securities by an individual holder during such holder's lifetime by way children or grandchildren of gift any Holder or on death by will to trusts for the benefit of any Holder or intestacysuch persons, if the transferee agrees to be subject to the terms hereof. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if the transferee provides an opinion of counsel as provided in Section 3 or in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder 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 4.2. (a) Before any proposed sale, assignmentpledge, or transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfertransaction, the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such transfer, sale, assignment pledge, or pledgetransfer. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment pledge, or pledge transfer in sufficient detail, detail and, if reasonably requested by the Company, the holder shall also provide, be accompanied at such holder's election and expense, ’s expense by either (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice delivered given by the holder Holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "“no action" ” letter shall in any transaction in compliance with SEC Rule 144; provided that each transferee agrees in writing to be required with respect subject to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration terms of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythis Section 4.2. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above3.6 of that certain Series A Preferred Stock Purchase Agreement, dated as of March 1, 2016, or Section 3.6 of the Purchase Agreement, as applicable, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder Holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities Act. (b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary, Affiliate or a parent corporation that owns all of the capital stock of the holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, (D) an entity transferring to an Affiliate or (E) an individual transferring to the holder’s family member or trust for the benefit of an individual holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original holder hereunder.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 47.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give given written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accomplished at such holderHolder's election and expense, expense by either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 7.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder Holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each ---------------------------- certificate representing Restricted Securities restricted securities as that term is defined in Rule 144 by acceptance thereof agrees to comply in all respects with the provisions of this Section 47.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securitiesrestricted securities (other than (i) a transfer not involving a change in beneficial ownership or (ii) in transactions involving the distribution without consideration of restricted securities by any of the Holders to any of its partners, retired partners) 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also providebe accompanied, at such holder's election and expense, expense by either (i) a written opinion opinion, addressed to the Company, of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed Company (provided that no such opinion shall be required for transfers pursuant to the CompanyRule 144), to the effect that the proposed transfer of the Restricted Securities restricted securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities restricted securities shall be entitled to transfer such Restricted Securities restricted securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities restricted securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 7.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend legend, is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no actionaction letter" letter from the Commission Commission, and a copy of the investor's request (together with all supplements or amendments thereto), which shall have been provided to the Company at or prior to the time of first delivery to the Commission's staff, to the effect that the transfer of such securities without registration will not result in a recommendation by the such staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as provided for above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for the Company or counsel for such holder holder, which opinion and counsel shall be satisfactory to counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Preferred Stock or Common Stock issued upon conversion of the Preferred Stock by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.2. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesPreferred Stock or the Common Stock issued upon conversion of the Preferred Stock, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, either (i) ’s expense by a written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 2.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act. Notwithstanding the foregoing, no such opinion of counsel shall be necessary for a transfer by a Holder (as defined in Section 3.1(c) below) to an Affiliate of such Holder, provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original Holder hereunder. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any current or former limited partner, general partner, managing member, manager, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Notice of Proposed Transfers. The holder of each certificate representing the Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion which shall be reasonably satisfactory to the Company, Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission Commission, a copy of any holder's request (together with all supplements or amendments thereto) to which shall have been provided to the Company, at or prior to the time of first delivery to the Commission's staff, to the effect that the transfer of such securities without registration will not result in a recommendation by the such staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as provided for above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 1.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and the Company or counsel for the Company such holder, such legend is not required in order to establish compliance with any provision provisions of the Securities Act. Notwithstanding the provisions above, no such opinion of counsel or "no action letter" shall be necessary for a transfer by a Shareholder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner ("PARTNERS"), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were an original Shareholder hereunder.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Preferred Stock or Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 43.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Preferred Stock or Registrable Securities, unless there is in effect a registration statement Registration Statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Preferred Stock or Registrable Securities may be effected without registration under the Securities Act, or (ii) a "no actionNo Action" letter from the Securities and Exchange Commission (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Preferred Stock or Registrable Securities shall be entitled to transfer such Restricted Preferred Stock or Registrable Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" No Action letter shall need be required obtained with respect to a transfer to (iA) a transfer not involving partner, active or retired, of a change in beneficial ownershipHolder, (iiB) a transaction involving the distribution without consideration estate of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holderany such partner, or (iiiC) an "affiliate" of a transaction involving Holder, as that term is defined in Rule 405 promulgated by the transfer without consideration of Restricted Commission under the Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyAct, if the transferee agrees to be subject to the terms hereof. Each certificate evidencing the Restricted Preferred Stock or Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 3.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.4. Prior to any proposed sale, assignment, transfer transfer, charge or pledge of any Restricted SecuritiesSecurities (other than (a) a transfer not involving a change in beneficial ownership, unless there is (b) in effect transactions involving the distribution without consideration of Restricted Securities by the holder to any of its partners, members, affiliates or retired partners or members, or to the estate of any of its partners or members or retired partners or members, or (c) a registration statement under the Securities Act covering the proposed transferPermitted Transfer), the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such transfer, charge sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, charge sale, assignment or pledge in sufficient detail, and, and if requested by the Company, the holder shall also providebe accompanied, at such holder's election and expense, ’s expense by either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) other evidence, reasonably satisfactory to the Company, that such transaction complies with applicable securities laws, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter . The transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests this Agreement and other shareholder agreements, including the Standoff Agreement (as defined in the holder, or (iiiparagraph 2.14) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacybelow. Each certificate evidencing the Restricted Securities transferred as above provided (other than a Permitted Transfer) shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend legends set forth in Section 3 2.3 above, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to Each Holder shall comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge Transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transferTransfer, the holder thereof a Holder shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledgeTransfer. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge Transfer in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (ia) a written an opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, Company to the effect that the proposed transfer Transfer of the Restricted Securities may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer Transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretothereto or (c) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities Investor shall be entitled to transfer Transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder such Investor to the Company; provided. Notwithstanding the foregoing, howeverin the event a Holder shall give the Company a representation letter containing such representations as the Company shall reasonably request, that no the Company will not require such a notice or legal opinion of counsel or "“no action" ” letter shall be required or such other evidence (x) in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownershipRule 144, (iiy) in any transaction in which a transaction involving the distribution without consideration of Holder that is a corporation distributes Restricted Securities by the holder solely to its constituent majority owned subsidiaries or Affiliates for no consideration or (z) in any transaction in which a Holder that is a partnership or limited liability company distributes Restricted Securities solely to its Affiliates (including affiliated fund partnerships), or partners or members in proportion to their ownership interests in the holder, of such Holder or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyits Affiliates for no consideration. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear the first such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act and such certificate shall not bear the second such restrictive legend after the date that is 180 days after the date of this Agreement. Upon the request of a Holder of a certificate bearing the first such restrictive legend and, if necessary, the appropriate evidence as required by clause (a), (b) or (c) of the third sentence of this Section 4, the Company shall remove the first such restrictive legend from such certificate if such legend is not required in order to establish compliance with any provisions of the Securities Act. Upon the request of a Holder of a certificate bearing the second such restrictive legend, the Company shall remove the second such restrictive legend from such certificate after the date that is 180 days after the date of this Agreement.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 43. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so reasonably requests, be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (ia) a written opinion of legal counsel counsel, who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder such Holder to the Company; provided, however, that (i) no opinion of counsel or "“no action" ” letter shall be required in connection with any transfer pursuant to Rule 144 promulgated under the Securities Act, except for such customary legal opinions as may be required by the Company’s transfer agent and (ii) no opinion or “no action” letter need be obtained with respect to a transfer if no consideration is paid in connection to such transfer and the transfer is to (i) an “Affiliate” of a transfer not involving Holder of Restricted Securities (as such term is defined in Rule 144(a) promulgated under the Securities Act (which for purposes of this Agreement shall be deemed to include a change in beneficial ownershippartner, active or retired, of a Holder and shall include any investment entity under common management with a Holder), (ii) a transaction involving the distribution without consideration estate of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holderany such Holder, or (iii) the spouse, children, grandchildren or spouse of such children or grandchildren of any Holder or to trusts for the benefit of any Holder or such persons, (iv) to the partners or retired partners of a transaction involving Holder that is a partnership in accordance with partnership interests, (v) to the transfer without consideration shareholders, officers, directors or employees of Restricted Securities by an individual holder during a Holder that is a corporation in accordance with the terms of their employment or their interest in such holder's lifetime by way corporation, (vi) to the members or former members of gift or on death by will or intestacya Holder that is a limited liability company in accordance with their interest in such limited liability company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth legends described in Section 3 above11 hereof, except that such certificate shall not bear any such restrictive legend if in the reasonable opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Actrequired.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, expense by either (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no . The Company shall not require such a legal opinion of counsel or "no action" letter shall be required in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyRule 144. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 1.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Subject Share, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSubject Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof each Investor shall give written notice to the Company of such holder's Investor’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detaildetail (stating at a minimum the name and address of the transferee and identifying the Securities of the Company being transferred), and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and ’s expense, by either (ia) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities Subject Shares may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Subject Shares shall be entitled to transfer such Restricted Securities Subject Shares in accordance with the terms of the notice delivered by the holder to the Company; providedprovided that, howeverthe requirements of subsections 2.3(a) and (b) above shall not apply to Permitted Transfers. For the avoidance of doubt, it shall not be reasonable for the Company to request that no a notice be accompanied by any such opinion of counsel or "“no action" ” letter if, among other things, both the transferor and the transferee have certified in writing that each of them is not a U.S. Person (as defined under Rule 902 of Regulation S promulgated under the Securities Act). Notwithstanding the foregoing exceptions to the requirements of this Section 2.3 for Permitted Transfers, all transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythis Agreement. Each certificate evidencing the Restricted Securities transferred as above provided shall bearbear the appropriate restrictive legends set forth in Section 2.2 above, except (i) if such transfer is made pursuant to Rule 144, (ii) is sold pursuant to the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend Registration Statement or (iii) if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. 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, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall need be required obtained with respect to a transfer to (iA) a transfer not involving partner, active or retired, of a change in beneficial ownershipholder of Restricted Securities, (iiB) the estate of any such partner, (C) an "affiliate" of a transaction involving the distribution without consideration holder of Restricted Securities as that term is defined in Rule 405 promulgated by the holder to its constituent partners or members in proportion to their ownership interests in Commission under the holderSecurities Act (an "AFFILIATE"), or (iiiD) to the spouse, children, grandchildren or spouse of such children or grandchildren of any holder or to trusts for the benefit of any Holder or such persons where the holder is a transaction involving natural person (each person or entity in this subsection (D), a "FAMILY MEMBER"), if the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacytransferee agrees to be subject to the terms hereof. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by an Investor to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, (iii) a transfer to an affiliated fund, partnership or company, which is not a competitor of the Company, subject to compliance with applicable securities laws, or (iv) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder such Holder shall also provide, have furnished at such holder's election and Holder’s expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth specified in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder Holder and counsel for in the reasonable opinion of the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 46. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, expense by either (i) a written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "no action" letter shall be required (a) in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownershipRule 144, (iib) in any transaction in which an Investor which is a transaction involving the distribution without consideration of corporation distributes Restricted Securities by after six (6) months after the holder purchase thereof solely to its constituent partners majority owned subsidiaries or members in proportion to their ownership interests in the holderaffiliates for no consideration, or (iiic) in any transaction in which an Investor which is a transaction involving the transfer without consideration of partnership distributes Restricted Securities by an individual holder during such holder's lifetime by way after six (6) months after the purchase thereof solely to partners thereof for no consideration; provided that each transferee agrees in writing to be subject to the terms of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in this Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act6.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder and shall also provide, be accompanied at such holder's election and expense, ’s expense by either (i) a an unqualified written opinion of legal counsel who shall beshall, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no . The Company will not require such a legal opinion of counsel or "“no action" ” letter shall be required (a) in any transaction in compliance with respect to (i) a transfer not involving a change in beneficial ownershipRule 144, (iib) in any transaction in which a transaction involving the distribution without consideration of Stockholder which is a corporation distributes Restricted Securities by after the holder purchase thereof solely to its constituent partners majority-owned subsidiaries or members in proportion to their ownership interests in the holderaffiliates for no consideration, or (iiic) in any transaction in which a transaction involving the transfer without consideration of Stockholder which is a partnership distributes Restricted Securities by an individual holder during such holder's lifetime by way after six (6) months after the purchase thereof solely to partners thereof for no consideration, provided that each transferee agrees in writing to be subject to the terms of gift or on death by will or intestacythis Section 1.4. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 1.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Company, such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by an Investor to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, (iii) a transfer to an affiliated fund, partnership or company, which is not a competitor of the Company, subject to compliance with applicable securities laws, or (iv) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder such Holder shall also provide, have furnished at such holderHolder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth specified in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder Holder and counsel for in the reasonable opinion of the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. 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, Securities (unless there is in effect a registration statement under the Securities Act covering the securities proposed transferto be transferred), the holder thereof Investor, ME Common Holders and Key Holders shall give written notice to the Company of such holder's Investor’s, ME Common Holder’s or Key Holder’s intention to effect such transfer, sale, assignment or pledge. Each such Such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in reasonably sufficient detail, andand (except in transactions in compliance with Rule 144 or an Exempted Transfer), if reasonably requested by the Company, the holder shall also provide, at such holder's election and expense, be accompanied by either (i) a written opinion of legal counsel who shall beto the Investor, and whose legal opinion ME Common Holder or Key Holder addressed to the Company, which shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities Restricted Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities Investor, ME Common Holder or Key Holder shall be entitled to transfer such the Restricted Securities in accordance with the terms of the notice delivered by the holder Investor, ME Common Holder or Key Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, this Section 2.3 shall bear the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend shall be removed if such transfer occurred pursuant to an effective registration statement or the requirements of Rule 144 or, in the reasonable opinion of counsel for such holder and counsel for the Company Company, such legend is not required required. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in order to establish compliance with any provision of the Securities Actunusual circumstances.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities this Warrant, by acceptance thereof hereof, agrees to comply in all respects with the provisions of this Section 46. Prior to any proposed sale, assignment, transfer of this Warrant or pledge of any Restricted SecuritiesWarrant Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering the proposed transfer, the holder thereof Holder of such securities shall give written notice to the Company Corporation of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Corporation addressed to the CompanyCorporation and reasonably satisfactory in form and substance to the Corporation's counsel, to the effect that the proposed transfer of the Restricted Securities Warrant and/or Warrant Shares may be effected without registration under the Securities Act, or (ii) a "no action" letter from the U.S. Securities and Exchange Commission (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that enforcement action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities securities shall be entitled to transfer such Restricted Securities securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyCorporation. Each new certificate evidencing the Restricted Securities Warrant and/or Warrant Shares so transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend legends set forth in Section 3 5 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and counsel for the Company Corporation, such legend is not required in order to establish or assist in compliance with any provision provisions of the Securities ActAct or any applicable state securities laws.

Notice of Proposed Transfers. 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 SecuritiesSecurities (other than under circumstances described in Sections 5, unless there is in effect a registration statement under the Securities Act covering the proposed transfer6 and 8 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested by and shall be accompanied (except in transactions in compliance with Rule 144 promulgated under the Company, the holder shall also provide, at such Securities Act or for a transfer to a holder's election and expensespouse, ancestors, descendants or a trust for any of their benefit, or in transactions involving the distribution without consideration of Restricted Securities by a holder that is a partnership to any of its partners or retired partners or to the estate of any of its partners or retired partners, or by a holder that is a trust to any successor trust or successor trustee) by either (i) a written opinion of legal counsel to the holder who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no no-action" letter from the Commission to the effect that the transfer distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the such holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend after the date of the Company's initial public offering under the Securities Act if in the opinion of counsel for such holder and counsel for the Company or "no-action" letter referred to above expressly indicates that such legend is not required in order to establish compliance with any provision of the Securities ActAct or if such legend is no longer required pursuant to Rule 144(k).

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply (a) Except as otherwise provided in all respects with the provisions paragraph (b) of this Section 4. Prior 12.4, prior to any proposed sale, assignment, transfer or pledge attempted transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transferNote or Restricted Stock, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested transfer and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written an opinion of legal counsel who shall be, and whose legal opinion shall be reasonably for such holder satisfactory to the Company, addressed to the Company, to the effect that the proposed such transfer of the Restricted Securities may be effected without registration of such Restricted Note or Restricted Stock, as the case may be, under the Securities Act. If such notice is accompanied by such an opinion, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities security in accordance conformity with the terms of such notice, and, if the notice delivered opinion of counsel so specifies, the securities issued upon any such transfer shall not bear the restrictive legend set forth in Section 12.3. Such holder shall indemnify the Company for any transfer effected pursuant to this Section 12.4(a). (b) The procedures set forth in paragraph (a) of this Section 12.4 shall not apply to any transfer by the holder you (or a transferee pursuant to the Companythis paragraph (b)) of any Restricted Note or Restricted Stock to any of your Subsidiaries or Affiliates; provided, however, that no opinion at the time of counsel or such transfer the transferee shall execute and deliver to the Company an "no actionInvestment Letter" letter shall be required containing substantially the representations provided in Section 12.1 with respect to (i) a the Notes or Common Stock that are the subject of such transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities and its agreement to be bound by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration provisions of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if this Section 12 and such transfer is made pursuant to Rule 144, otherwise exempt from registration under the Securities Act and applicable state securities laws. Notes or Common Stock issued upon such transfer shall bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act12.3.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 45. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, addressed to the Company and whose legal opinion shall be reasonably satisfactory in form and substance to the Company, addressed to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no actionNo Action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; providedPROVIDED, howeverHOWEVER, that no opinion of counsel or "no action" No Action letter shall need be required obtained with respect to a transfer to (iA) a transfer not involving partner, active or retired, of a change in beneficial ownershipHolder of Restricted Securities, (iiB) the estate of any such partner, (C) an "affiliate" of a transaction involving the distribution without consideration Holder of Restricted Securities as that term is defined in Rule 405 promulgated by the holder to its constituent partners or members in proportion to their ownership interests in Commission under the holderSecurities Act, or (iiiD) a transaction involving the transfer without consideration spouse, children, grandchildren or spouse of Restricted Securities by an individual holder during such holder's lifetime by way children or grandchildren of gift any Holder or on death by will to trusts for the benefit of any Holder or intestacysuch persons, if the transferee agrees to be subject to the terms hereof. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 4 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities Subject Security and Warrant, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSubject Securities or Warrant, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof each Purchaser shall give written notice to the Company of such holder's Purchaser’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detaildetail (stating at a minimum the name and address of the transferee and identifying the securities of the Company being transferred), and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and the Purchaser’s expense, by either (ia) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Subject Securities and/or Warrant may be effected without registration under the Securities Act, or (iib) a "“no action" ” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities specific securities shall be entitled to transfer such Restricted Securities securities in accordance with the terms of the notice delivered by the holder to the Company; providedprovided that, howeverthe requirements of subsections 2.3(a) and (b) above shall not apply to Permitted Transfers. For the avoidance of doubt, it shall not be reasonable for the Company to request that no a notice be accompanied by any such opinion of counsel or "“no action" ” letter if, among other things, both the transferor and the transferee have certified in writing that each of them is not a U.S. Person (as defined under Rule 902 of Regulation S promulgated under the Securities Act). Notwithstanding the foregoing exceptions to the requirements of this Section 2.3 for Permitted Transfers, all transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacythis Agreement. Each certificate evidencing the Restricted Securities transferred as above provided shall bearbear the appropriate restrictive legends set forth in Section 2.2 above, except (i) if such transfer is made pursuant to Rule 144, (ii) is sold pursuant to the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend Registration Statement and/or (iii) if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.4. Prior to any proposed sale, assignment, assignment or transfer or pledge of any Restricted SecuritiesSecurities (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 holder to any of its partners, shareholders, members, or retired partners, shareholders or members, or to the estate of any of its partners, shareholders or members or retired partners, shareholders or members, (iii) in transactions in compliance with Rule 144 promulgated under the Securities Act (“Rule 144”), (iv) with respect to members that are entities, transfers by such members without consideration to their Affiliates, or (v) transfers by members that are individuals to their immediate family members or any trust for any of the foregoing) 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, and if reasonably requested by the Company, the holder shall also providebe accompanied, at such holder's election and expense, ’s expense by either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "“no action" ” letter from the Commission to the effect that the transfer of such securities (or transfer of securities in a transaction that is, in the reasonable opinion of counsel for the Company, the same in all material respects to a transfer of securities which is the subject matter of such no action letter) without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter . The transferees shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities bound by the holder to its constituent partners or members obligations of the transferor in proportion to their ownership interests this Agreement, including the Standoff Agreement (as set forth in the holder, or (iiiSection 2.14) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacybelow. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends set forth in Section 3 2.3 above, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Without in any way limiting the immediately preceding sentence, no sale, assignment, transfer or pledge of Restricted Securities shall be made by any holder thereof to any person unless such person shall first agree in writing to be bound by the restrictions of this Agreement. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no the Company shall not request an opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act. Notwithstanding the foregoing, each holder of Restricted Securities agrees that it will not request that a transfer of the Restricted Securities be made or that the legend set forth in Section 3 be removed from the certificate representing the Restricted Securities, solely in reliance on Rule 144(k), if as a result thereof the Company would be rendered subject to the reporting requirements of the Exchange Act. 5.

Notice of Proposed Transfers. 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 (a) Two Business Days prior to any proposed sale, assignment, transfer or pledge Transfer (other than Transfers of any Restricted Securities, unless there is in effect a registration statement Notes (i) registered under the Securities Act covering Act, (ii) to an Affiliate of DLJ or a general partnership in which DLJ or an Affiliate of DLJ is one of the proposed transfergeneral partners (each, a "Permitted Holder"), provided that any such transferee shall agree to be bound by the terms of this Agreement or (iii) to be made in reliance on Rule 144A) of any Notes, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transferTransfer, sale, assignment or pledge. Each such notice shall describe setting forth the manner and circumstances of the proposed transferTransfer, sale, assignment or pledge in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written an opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company, Company to the effect that the proposed transfer Transfer of the Restricted Securities such Notes may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission such representation letters in form and substance reasonably satisfactory to the effect that Company to ensure compliance with the transfer provisions of the Securities Act and (iii) such securities without registration will not result letters in a recommendation form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the staff terms of this Agreement. Such proposed Transfer may be effected only if the Commission that action be taken with respect theretoCompany shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder Holder of such Restricted Securities Notes shall be entitled to transfer Transfer such Restricted Securities Notes in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities Notes transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, 7.2 except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for referred to above is to the Company further effect that neither such legend is not nor the restrictions on 42 Transfer in Sections 7.1 through 7.3 are required in order to establish ensure compliance with any provision the provisions of the Securities Act. (b) Two Business Days prior to any proposed Transfer of any Notes to be made in reliance on Rule 144A, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer and certifying that such Transfer will be made (i) in full compliance with Rule 144A and (ii) to a transferee that (A) such Holder reasonably believes to be a "qualified institutional buyer" within the meaning of Rule 144A and (B) is aware that such Transfer will be made in reliance on Rule 144A. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer and an agreement from such transferee agreeing to be bound by the terms of this Agreement, whereupon the Holder of such Notes may transfer them in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate evidencing the Notes transferred as above provided shall bear the legend set forth in Section 7.2.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Without in any way limiting the immediately preceding sentence, no sale, assignment, transfer or pledge of Restricted Securities shall be made by any holder thereof to any person unless such person shall first agree in writing to be bound by the restrictions of this Agreement. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no the Company shall not request an opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act. Notwithstanding the foregoing, each holder of Restricted Securities agrees that it will not request that a transfer of the Restricted Securities be made or that the legend set forth in Section 3 be removed from the certificate representing the Restricted Securities, solely in reliance on Rule 144(k), if as a result thereof the Company would be rendered subject to the reporting requirements of the Exchange Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees Subject to comply the restrictions contained in all respects with the provisions of this Section 4. Prior Sections 8.4 and 9.1 herein, prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Pacific Life shall give written notice to the Company Prison Realty of such holder's its intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (ia) a written opinion of legal counsel (who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Prison Realty) addressed to the Company, Prison Realty and reasonably satisfactory to Prison Realty to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (iib) a "no action" letter from the Commission SEC to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission SEC that action be taken with respect thereto, whereupon the holder of such Restricted Securities whereupon, in each case, Pacific Life shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Pacific Life to Prison Realty. Unless there is in effect a registration statement under the holder Securities Act covering the proposed transfer, each certificate to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect issued to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing evidence the Restricted Securities transferred as above herein provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, 9.1 except that such certificate shall not bear such restrictive legend if if, (i) in the opinion of counsel for such holder and counsel for the Company Pacific Life, such legend is not required in order to establish compliance with any provision provisions of the Securities Act, (ii) a period of at least one year has elapsed since the later of the date the Restricted Securities were acquired from Prison Realty or from an affiliate of Prison Realty, and Pacific Life represents to Prison Realty that it is not an affiliate of Prison Realty and has not been an affiliate during the preceding three months and shall not become an affiliate of Prison Realty without resubmitting the Restricted Securities for reimposition of the legend, or (iii) the Restricted Securities have been sold pursuant to Rule 144(k) under the Securities Act and the certificate is accompanied by a representation by Pacific Life that it is not an affiliate of Prison Realty, has not been an affiliate during the three-month period prior to the sale and has held the Restricted Securities for more than two years.

Notice of Proposed Transfers. The holder 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, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall, if requested the Company reasonably so requests, be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no actionNo Action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" No Action letter shall need be required obtained -------- ------- with respect to a transfer to (iA) a transfer not involving partner, active or retired, of a change in beneficial ownershipHolder of Restricted Securities, (iiB) the estate of any such partner, (C) an "affiliate" of a transaction involving the distribution without consideration Holder of Restricted Securities as that term is defined in Rule 405 promulgated by the holder Commission under the Securities Act, (D) the spouse, children, grandchildren or spouse of such children or grandchildren of any Holder or to its constituent partners trusts for the benefit of any Holder or members in proportion to their ownership interests in the holder, such persons or (iiiE) any officer, director or principal shareholder thereof, where such Holder is a transaction involving corporation, if the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacytransferee agrees to be subject to the terms hereof (collectively, "Exempt Transactions"). Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act.

Notice of Proposed Transfers. 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 (a) Five Business Days prior to any proposed sale, assignment, transfer or pledge Transfer (other than Transfers of any Restricted Securities, unless there is in effect a registration statement Notes (i) registered under the Securities Act covering Act, (ii) to an Affiliate of Purchaser, provided that any such transferee shall agree to be bound by the proposed transferterms of this Agreement or (iii) to be made in reliance on Rule 144A) of any Notes, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transferTransfer, sale, assignment or pledge. Each such notice shall describe set- ting forth the manner and circumstances of the proposed transferTransfer, sale, assignment or pledge in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written an opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company, Company to the effect that the proposed transfer Transfer of the Restricted Securities such Notes may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission such representation letters in form and substance reasonably satisfactory to the effect that Company to ensure compliance with the transfer provisions of the Securities Act and (iii) such securities without registration will not result letters in a recommendation form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the staff terms of this Agreement. Such proposed Transfer may be effected only if the Commission that action be taken with respect theretoCompany shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder Holder of such Restricted Securities Notes shall be entitled to transfer Transfer such Restricted Securities Notes in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities Notes transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, 8.2 except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for referred to above is to the Company further effect that neither such legend is not nor the restrictions on Transfer in Sections 8.1 through 8.3 are required in order to establish ensure compliance with any provision the provisions of the Securities Act. (b) Five Business Days prior to any proposed Transfer of any Notes to be made in reliance on Rule 144A, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer and certifying that such Transfer will be made (i) in full compliance with Rule 144A and (ii) to a transferee that (A) such Holder reasonably believes to be a "qualified institutional buyer" within the meaning of Rule 144A and (B) is aware that such Transfer will be made in reliance on Rule 144A. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer and an agreement from such transferee agreeing to be bound by the terms of this Agreement, whereupon the Holder of such Notes may transfer them in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate evidencing the Notes transferred as above provided shall bear the legend set forth in Section 8.2. 86 -79- ARTICLE IX

Notice of Proposed Transfers. The holder of each certificate representing Restricted the Securities required to bear the legend set forth in Section 7.1 by acceptance thereof agrees to comply in all respects with the provisions of this Section 47. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, andand shall be accompanied (except in transactions involving the distribution without consideration of such Securities by a holder to any of its affiliates, if requested partners, members, affiliated funds or entities under common control, or to the estate of any of its partners or members) by the Company, the holder shall also provide, at such holder's election and expense, either either: (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or ; or (ii) a "no “no-action" ” letter from the Securities and Exchange Commission to the effect that the transfer distribution of such securities Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the such holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 7.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company or “no-action” letter referred to above expressly indicates that such legend is not required in order to establish compliance with any provision of the Act or if such legend is no longer required pursuant to Rule 144. Notwithstanding the foregoing, Holder may transfer the Securities Actat any time to an affiliate of Holder as deemed necessary or advisable, in Holder’s discretion, to ensure BioMed Realty Trust, Inc.’s compliance with requirements relating to BioMed Realty Trust, Inc.’s status as a real estate investment trust for federal income tax purposes, without having to provide to the Company the information contained in Sections 7.2.1 or 7.2.2.

Notice of Proposed Transfers. 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 SecuritiesSecurities (other than under circumstances described in Sections 5, unless there is in effect a registration statement under the Securities Act covering the proposed transfer6 and 8 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested by and shall be accompanied (except in transactions in compliance with Rule 144 promulgated under the Company, the holder shall also provide, at such Securities Act or for a transfer to a holder's election and expensespouse, ancestors, descendants, affiliated companies, partners, members or a trust for any of their benefit, or in transactions involving the distribution without consideration of Restricted Securities by a holder to any of its partners or retired partners, or members or retired members of a limited liability company (or a member of a member) or to the estate of any of its partners or retired partners) by either (i) a written opinion of legal counsel to the holder who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no no-action" letter from the Commission to the effect that the transfer distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the such holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend after the date of the Company's initial public offering under the Securities Act if in the opinion of counsel for such holder and counsel for the Company or "no-action" letter referred to above expressly indicates that such legend is not required in order to establish compliance with any provision of the Securities ActAct or if such legend is no longer required pursuant to Rule 144(k).

Notice of Proposed Transfers. The holder of each certificate representing the Restricted Securities Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section 41.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied (except in transactions in compliance with Rule 144) by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may man. be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission Commission, a copy of any holder's request (together with all supplements or amendments thereto) for which shall have been provided to the Company, at or prior to the time of first delivery to the Commission's staff, to the effect that the transfer of such securities without registration will not result in a recommendation by the such staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as provided for above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 1.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and the Company or counsel for the Company such holder, such legend is not required in order to establish compliance with any provision provisions of the Securities Act. Notwithstanding the provisions above, no such opinion of counsel or "no action letter" shall be necessary for a transfer by a Shareholder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner ("PARTNERS"), if the transferee agrees in WRITING to be subject to the terms hereof to the same extent as if he were an original Shareholder hereunder.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4Section. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed (except where such securities will no longer be Restricted Securities upon such transfer), the holder Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and, if requested and shall be accompanied by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel counsel, who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no action" “No Action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no such opinion of counsel or "no action" “No Action” letter shall be required with respect if the transfer is to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving an affiliate of the distribution without consideration of Restricted Securities by the holder to its constituent partners transferor or members in proportion to their ownership interests other person specified in the holderlast sentence of Section 2 above, or if there is no material question as to the availability of Rule 144 (iii) based on representations from the selling holder and selling broker, and subject to the Company being provided with a transaction involving copy of the transfer without consideration notice of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacyproposed sale). Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section 3 legends described above, except that such certificate shall not bear any such restrictive legend (and the Company shall promptly remove any such legend) if in the Company is provided with an opinion of counsel for the Holder of such holder and counsel for certificate, reasonably acceptable to the Company Company, to the effect that such legend is not required in order to establish compliance with any provision of the Securities Actrequired.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, andand shall be accompanied (except in the case of (i) a transfer not involving a change in beneficial ownership, if requested by (ii) a transfer which complies with the provisions of Rule 144 under the Securities Act in the opinion of counsel to the Company, (iii) a transaction involving the holder shall also providedistribution of Restricted Securities by any Holder to any of its partners, retired partners, or to the estate of any of its partners or retired partners, or to such Holder's spouse, siblings, spouse of such siblings, ancestors and descendants and any trust established solely for such Holder's benefit or for the benefit of such Holder's spouse, siblings, ancestors and/or descendants, or to such Holder's "affiliates", as defined under the Securities Act), at such holderHolder's election and expense, by either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be be, reasonably satisfactory to the Company, Company addressed to the Company, to the effect proposed that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, Act or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder Holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder Holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

Notice of Proposed Transfers. The holder Each Holder by acceptance of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 41.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, 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 of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, detail and, if requested by the CompanyCompany reasonably so requests, the holder shall also provide, be accompanied at such holder's election and expense, expense by either (i) a written an opinion of legal counsel who shall be, and whose legal opinion which shall be reasonably satisfactory to the Company, which opinion shall be addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate or other writing evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 1.3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision provisions of the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.