Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of 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 Licensee of such holder’s intention to effect such transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act. Each certificate evidencing the Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge attempted transfer of Shares, unless there is in effect a registration statement any Restricted Securities (other than pursuant to Rule 144 under the Securities Act covering or registration of the proposed transferRestricted Securities under the Securities Act), the holder thereof Seller of such Restricted Securities shall give written notice to the Licensee NGSG of such holderSeller’s intention to effect such transfer, sale, assignment or pledge . Each such notice (i) shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall contain an undertaking by the Seller giving such notice to furnish such other information as may be accompanied required, to enable counsel to render the opinions referred to below, and (ii) shall designate the counsel for the Seller giving such notice. Such Seller shall obtain the services of counsel described below at his own expense. The Seller giving such holder’s expense by notice shall submit a written copy thereof to the counsel designated in such notice. If in the opinion of legal counsel who shallsuch counsel, and whose legal opinion shall, be which is reasonably satisfactory to the Licensee addressed to the LicenseeNGSG, to the effect that the proposed transfer of the Shares such Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act, NGSG shall, within ten business days after delivery of such opinion to NGSG, so notify the Seller of such Restricted Securities and such Seller shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Seller to NGSG. Each certificate evidencing the Shares Restricted Securities thus to be transferred as above provided (and each certificate evidencing any untransferred balance of the Restricted Securities) shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C 3.1.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer of this Note or pledge of Sharesthe Common Stock, unless there is in effect a registration statement under the Securities Act Act, covering the proposed transfer, the holder thereof hereof shall give written notice to the Licensee 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 in sufficient detail, and shall shall, if the Company so requests, be accompanied at such holder’s expense by a an unqualified written opinion of legal counsel counsel, who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Shares Note or Common Stock may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate 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 Common Stock or the Shares Note transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the bear an appropriate restrictive legend set forth in Section (1) abovelegend, except that such the Note or certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Sharesany Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Holder shall give written notice to the Licensee 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, and shall be accompanied at such holder’s expense by a written opinion of legal counsel who shallis, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder will be entitled to transfer such Restricted Securities in accordance with the terms of its notice to the Company. The Company will not require such a legal opinion in any transaction that complies with Rule 144 (other than in cases where applicability of Rule 144(k) is asserted). Each certificate evidencing the Shares 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 (1) above20 below, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder the Holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior The Holder will cause any proposed purchaser, assignee, transferee or pledgee of Restricted Securities to any transfer of the Shares in accordance with this Section (2), agree to take and hold such transferee shall execute and deliver a form of agreement reasonably acceptable Restricted Securities subject to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C Section 2. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of 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 Licensee of such holder’s intention to effect such transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act. Each certificate evidencing the Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .C.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)4. Prior to any proposed saletransfer of any Restricted Securities (other than under circumstances described in Sections 5, assignment, transfer or pledge of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transfer6 and 8), the holder thereof shall will give written notice to the Licensee Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge . Each such notice will describe the manner and circumstances of the proposed transfer in sufficient detail, and shall will be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Act or (b) a "no-action" letter from the Commission to the effect that the 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 Actwill be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Shares Restricted Securities transferred as provided above provided shall bear, except if such transfer is made pursuant to Rule 144, will bear the appropriate restrictive legend set forth in Section (1) above3, except that such certificate shall need not bear such restrictive legend if in the opinion of counsel for such holder and Licensee or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)Section. Prior to any proposed sale, assignment, transfer or pledge of Sharesany 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 Licensee 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 in sufficient detail, and shall be accompanied at such holder’s expense by either (i) a written opinion of legal counsel counsel, who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities ActAct 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. Each certificate evidencing the Shares 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 (1) legends described above, except that such certificate shall not bear any such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C required.

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)2.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than a transfer not involving a change in beneficial ownership), and, in the case of Unregistered Shares, for a period of two years after the Closing Date, unless in either case there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Licensee 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 shall be accompanied accompanied, at such holder’s 's expense by a written opinion evidence of legal counsel who shallsatisfaction of Section 2.1 hereof, and whose legal opinion shalland, as applicable such documentation or opinions as necessary under Section 2.1, whereupon the holder of such Restricted Securities shall be reasonably satisfactory entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities ActCompany. Each certificate evidencing the Shares 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 (1) 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Shares, any Restricted Securities (unless there is in effect a registration statement under the Securities Act covering the securities proposed transferto be transferred), the holder thereof Common Holders shall give written notice to the Licensee Company of such holderCommon Holder’s intention to effect such transfer, sale, assignment or pledge . Such notice shall describe the manner and circumstances of the proposed transfer in reasonably sufficient detail, and (except in transactions in compliance with Rule 144 or an Exempted Transfer), if reasonably requested by the Company, shall be accompanied at such holder’s expense by either (i) a written opinion of legal counsel who shallto the Common Holder addressed to the Company, and whose legal opinion shall, which shall be reasonably satisfactory to the Licensee addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares 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 Restricted Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon such Common Holder shall be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Common Holder to the Company. Each certificate evidencing the Shares 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 (1) 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 Licensee the 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 provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C unusual circumstances.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof Restricted Securities agrees to comply in all respects with the provisions of this Section (2)2.3. Prior to any proposed sale, assignment, transfer or pledge of Shares, 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 Licensee 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 in sufficient detail, and (except in transactions in compliance with Rule 144) shall be accompanied at such holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Shares 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. Each certificate evidencing the Shares 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 (1) 2.2 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and Licensee the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Shares, any Restricted Securities (unless there is in effect a registration statement under the Securities Act covering the securities proposed transferto be transferred or such proposed transfer is to an Affiliate), the holder thereof Investor shall give written notice to the Licensee Company of such holderInvestor’s intention to effect such transfer, sale, assignment or pledge . Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and (except in transactions in compliance with Rule 144) shall be accompanied at such holder’s expense by either (i) a written opinion of legal counsel who shallto the Investor addressed to the Company, and whose legal opinion shall, which shall be reasonably satisfactory to the Licensee addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares 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 Restricted Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon such Investor shall be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Investor to the Company. Each certificate evidencing the Shares 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 (1) 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 Licensee the Company, such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares securities of the Company by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)7.3. Prior to any proposed saletransfer of any such securities (other than under circumstances described in Sections 2.1, assignment2.2, transfer or pledge of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferand 2.3 hereof), the holder thereof shall give written notice to the Licensee 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 in sufficient detail, and shall be accompanied at such holder’s expense (except for a Permitted Transfer) by either: (a) a written opinion of legal counsel to the holder who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares such securities may be effected without registration under the Securities Act1933 Act or (b) a "no-action" letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the Holder of such securities shall be entitled to transfer them in accordance with the terms of the notice delivered by such holder to the Company. Each certificate evidencing the Shares such 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 (1) 7.2 above, except that such certificate shall not bear such restrictive legend after the date of any Qualified Public Offering under the 1933 Act if in the opinion of counsel for such holder and Licensee or "no-action" letter referred to above expressly indicates that such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior 1933 Act or if such legend is no longer required pursuant to any transfer of the Shares in accordance with this Section (2Rule 144(k), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof Restricted Securities agrees to comply in all respects with the provisions of this Section (2)2.3. Prior to any proposed sale, assignment, transfer or pledge of Shares, 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 Licensee 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 in sufficient detail, and (except in transactions in compliance with Rule 144) shall be accompanied at such holder’s expense by either (i) a written opinion of legal counsel, which counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares 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. Each Except where the Restricted Securities are sold in compliance with Rule 144, each certificate evidencing the Shares 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 (1) 2.2 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and Licensee the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder Holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)Section. Prior to any proposed sale, assignment, transfer or pledge of Sharesany 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 Licensee 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 in sufficient detail, detail and shall be accompanied at such holder’s expense by either (i) a written opinion of legal counsel counsel, who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities ActAct 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. Each certificate evidencing the Shares 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 (1) legends described above, except that such certificate shall not bear any such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C required.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Shares, 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 notify the Licensee Company in writing of such holder’s Holder's intention to effect such transfer, sale, assignment assignment, transfer or pledge and the intended manner and circumstances thereof in sufficient reasonable detail. If requested by the Company, and any such notice shall be accompanied at such holder’s Holder's expense by a written opinion of legal counsel who shallis, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany, to the effect that the proposed transfer of the Restricted Shares may be effected without registration under the Securities Act, and by such certificates and other information as the Company may reasonably require to confirm such opinion, whereupon the Holder of such Restricted Shares shall be entitled to transfer such Restricted Shares in the manner contemplated by such opinion. Each certificate evidencing the Restricted Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (13(a) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder Holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior So long as such restrictive legend shall be required to remain on any such certificates, the transfer of the Restricted Shares in accordance with this Section represented thereby shall be conditioned upon the transferee thereof becoming a party hereto (2), except that such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein have no rights under Sections 5 or 12 hereof unless the transferee agrees to be bound by the provisions of this Exhibit C is a Holder).

Notice of Proposed Transfers. The holder KNE and the Holder of each certificate representing Shares TBI Preferred Stock or TBI Common Stock, by acceptance thereof agrees thereof, agree to comply in all respects with the provisions of this Section (2)6.4. Prior to any proposed sale, assignment, transfer or pledge of Shares, any TBI Preferred Stock or TBI Common Stock (other than transfers 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 Licensee TBI 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 shall be accompanied accompanied, at KNE's or such holder’s expense Holder's expense, by a either (i) an unqualified written opinion of legal counsel who shallshall be, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee TBI and addressed to the LicenseeTBI, to the effect that the proposed transfer of the Shares TBI Preferred Stock or TBI Common Stock may be effected without registration under the Securities Act. Each certificate evidencing , or (ii) a "no action" letter from the Shares transferred as above provided shall bear, except if Commission to the effect that the transfer of such transfer is made pursuant to Rule 144, securities without registration will not result in a recommendation by the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions staff of the Securities Act. Prior to any transfer Commission that action be taken with respect thereto, whereupon the Holder of the Shares in accordance with this Section (2), such transferee TBI Preferred Stock or TBI Common Stock shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .entitled

Notice of Proposed Transfers. The holder of each certificate or instrument representing Preferred Shares or Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)2.2. Prior to any proposed transfer, sale, assignment, transfer assignment or pledge of any Common Stock or Preferred 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 Licensee 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 shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company addressed to the LicenseeCompany, to the effect that the proposed transfer of the Common Stock and Preferred Shares may be effected without registration under the Securities Act. Each certificate or instrument evidencing the Common Stock and Preferred Shares 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 (1) 2.1 above, except that such certificate or instrument shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior Notwithstanding the foregoing, no such opinion of counsel shall be necessary for a transfer by a Holder to any transfer an Affiliate of such Holder, provided that in each case the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable will be subject to the Licensee wherein the transferee agrees to be bound by the provisions terms of this Exhibit C 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 Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior a) Five Business Days prior to any proposed sale, assignment, transfer or pledge Transfer (other than Transfers of Shares, 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 any of its Affiliates 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 Licensee Company of such holder’s 's intention to effect such transferTransfer, sale, assignment or pledge in sufficient detailsetting forth the manner and circumstances of the proposed Transfer, and shall be accompanied at such holder’s expense by a written (i) an opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company addressed to the Licensee, Company to the effect that the proposed transfer Transfer of the Shares such Notes may be effected without registration under the Securities Act, (ii) such (a) except that such Note shall not bear such legend if the opinion of counsel referred to above is to the further effect that neither such legend nor the restrictions on Transfer in Sections 8.01 through 8.03 are required in order to ensure compliance with 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 certificate evidencing the Shares 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 (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (28.02(a), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)Agreement. Prior to any proposed sale, assignment, transfer or pledge of Shares, unless there is any Restricted Securities (other than under circumstances described in effect a registration statement under the Securities Act covering the proposed transferSection 4 hereof), the holder thereof shall give written notice to the Licensee 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 in sufficient detail, and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities ActAct and applicable state securities laws whereupon the holder of such Restricted Securities, unless such transfer is otherwise restricted, shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Shares 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 (1) above, except that such certificate shall not bear such restrictive legend if in above unless the opinion of counsel for such holder and Licensee referred to above is to the further effect that no such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C Act or applicable state securities laws.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignmentpledge, assignment or transfer or pledge (any of Sharesthe foregoing, a "Transfer") of any 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 transferTransfer or unless such proposed transfer satisfies all of the then-applicable requirements of Rule 144, the holder thereof shall give written notice to the Licensee Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and shall be accompanied accompanied, at such holder’s 's expense by a either an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company addressed to the LicenseeCompany, to the effect that the proposed transfer Transfer of the Shares may be effected without registration under the Securities Act, whereupon the holder of such Shares shall be entitled to transfer such Shares in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Shares transferred as above provided shall bear, except if unless such transfer Transfer is made pursuant to Rule 144an effective registration statement, the appropriate restrictive legend set forth in Section (1) abovesection 5, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Sharesthe Shares (other than transfers 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 a Purchaser shall give written notice to the Licensee 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, and shall be accompanied accompanied, at such holder’s expense Purchaser's expense, by a an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company and addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Act, whereupon the holder of such Restricted Securities Actshall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each such notice shall also be accompanied by a written agreement of the proposed transferee to conform to the requirements hereof. Each certificate evidencing the Shares 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 (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge attempted transfer of Shares, unless there is in effect a registration statement any Restricted Securities (other than pursuant to Rule 144 under the Securities Act covering or registration of the proposed transferRestricted Securities under the Securities Act), the holder thereof Seller of such Restricted Securities shall give written notice to the Licensee NGSG of such holder’s Seller's intention to effect such transfer, sale, assignment or pledge . Each such notice (i) shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall contain an undertaking by the Seller giving such notice to furnish such other information as may be accompanied required, to enable counsel to render the opinions referred to below, and (ii) shall designate the counsel for the Seller giving such notice. Such Seller shall obtain the services of counsel described below at his own expense. The Seller giving such holder’s expense by notice shall submit a written copy thereof to the counsel designated in such notice. If in the opinion of legal counsel who shallsuch counsel, and whose legal opinion shall, be which is reasonably satisfactory to the Licensee addressed to the LicenseeNGSG, to the effect that the proposed transfer of the Shares such Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act, NGSG shall, within ten business days after delivery of such opinion to NGSG, so notify the Seller of such Restricted Securities and such Seller shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Seller to NGSG. Each certificate evidencing the Shares Restricted Securities thus to be transferred as above provided (and each certificate evidencing any untransferred balance of the Restricted Securities) shall bear, except if such transfer is made pursuant to Rule 144, bear the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C 3.1.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer Transfer or pledge attempted Transfer of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferany Security, the holder thereof Holder of such Security shall (i) give five Business Days' prior written notice (a "Transfer Notice") to the Licensee Company of such holder’s Holder's intention to effect such transferTransfer, sale, assignment or pledge in sufficient detaildescribing the manner and circumstances of the proposed Transfer, and shall be accompanied at such holder’s expense by a written (ii) either (A) provide to the Company an opinion of legal reasonably satisfactory to the Company from counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee addressed Company (or supply such other evidence reasonably satisfactory to the Licensee, to the effect Company) that the proposed transfer Transfer of the Shares such Security may be effected without registration under the Securities Act, or (B) certify in writing to the Company that the Holder reasonably believes the proposed transferee is a "qualified institutional buyer" and that such Holder has taken reasonable steps to make the proposed transferee aware that such Holder may rely on Rule 144A under the Securities Act in effecting such Transfer. After receipt of the Transfer Notice and opinion (if required), the Company shall have five Business Days to object to the transfer by written notice to such Holder describing in reasonably detail the basis for the objection, and in the absence of such notice, such Holder shall thereupon be entitled to Transfer such Security in accordance with the terms of the Transfer Notice. Each certificate evidencing Security issued upon such Transfer shall bear the Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (1) above5.2, except that such certificate shall not bear such restrictive legend if unless in the opinion of such counsel for such holder and Licensee such legend is not required in order to establish ensure compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply (a) Except as otherwise provided in all respects with the provisions paragraph (b) of this Section (2). Prior 12.5, prior to any proposed sale, assignment, transfer or pledge attempted transfer of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferany Note or shares of Common Stock, the holder thereof shall give written notice to the Licensee Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge in sufficient detail, . Each such notice shall describe the manner and circumstances of the proposed transfer and shall be accompanied at such holder’s expense by a written an opinion of legal counsel who shall, and whose legal opinion shall, be reasonably for such holder satisfactory to the Licensee addressed to the LicenseeCompany, to the effect that the proposed such transfer of the Shares may be effected without registration of such Note under the Securities Act. Each certificate evidencing If such notice is accompanied by such an opinion, such holder shall be entitled to transfer such Note in conformity with the Shares transferred as above terms of such notice, and, if the opinion of counsel so specifies, the Note issued upon any such transfer shall not bear the restrictive legend set forth in Section 12.4. Such holder shall indemnify the Company for any transfer effected pursuant to this Section 12.5(a). (b) The procedure set forth in paragraph (a) of this Section 12.5 shall not apply to any transfer by you (or a transferee pursuant to this paragraph (b)) of any Note to any of your Subsidiaries or Affiliates; provided, however, that at the time of such transfer the transferee shall execute and deliver to the Company an "investment letter" containing substantially the representations provided shall bearin Sections 12.1, except if 12.2 and 12.3 hereof with respect to the Notes that are the subject of such transfer and its agreement to be bound by the provisions of 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 issued upon such transfer shall bear the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C 12.4 hereof.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Sharesany 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 Licensee SCC of such holder’s Holder's intention to effect make such transfer, sale, assignment or pledge . Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee SCC, addressed to the LicenseeSCC and reasonably satisfactory in form and substance to SCC's counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities Act; PROVIDED, HOWEVER, that for transactions made pursuant to Rule 144 under the Securities Act, an opinion of counsel shall only be required if reasonably requested by SCC and which shall be to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act. Each certificate evidencing the Shares Restricted Securities so 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 (1) above4.02, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee SCC such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C securities laws.

Notice of Proposed Transfers. The holder Holder of each certificate representing Stockholder Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)Agreement. Prior Except as otherwise permitted by the Merger Agreement, prior to any proposed sale, assignment, transfer or pledge of Shares, unless there is any Restricted Securities (other than under circumstances described in effect a registration statement under the Securities Act covering the proposed transferSection 4 hereof), the holder Holder thereof shall give written notice to the Licensee 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 in sufficient detail, and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the Licensee, Company and reasonably satisfactory in form and substance to the effect Company's counsel, stating that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities ActAct and applicable state securities laws, whereupon the Holder of such Restricted Securities, subject to Section 7(e) of the Merger Agreement, shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate evidencing the Shares 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 (1) above, except that such certificate shall not bear such restrictive legend if in unless the opinion of counsel for such holder and Licensee referred to above further states that no such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C Act or applicable state securities laws.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Shares, 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 notify the Licensee Company in writing of such holder’s Holder's intention to effect such transfer, sale, assignment assignment, transfer or pledge and the intended manner and circumstances thereof in sufficient reasonable detail. If requested by the Company, and any such notice shall be accompanied at such holder’s Holder's expense by a written opinion of legal counsel who shallis, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany, to the effect that the proposed transfer of the Restricted Shares may be effected without registration under the Securities Act, and by such certificates and other information as the Company may reasonably require to confirm such opinion, whereupon the Holder of such Restricted Shares shall be entitled to transfer such Restricted Shares in the manner contemplated by such opinion. Each certificate evidencing the Restricted Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (13(a) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder Holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior So long as such restrictive legend shall be required to remain on any such certificates, the transfer of the Restricted Shares in accordance with this Section represented thereby shall be conditioned upon the transferee thereof becoming a party hereto (2), except that such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein have no rights under Sections 5, 6 or 8 hereof unless the transferee agrees to be bound by the provisions of this Exhibit C is a Holder).

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer of this Note or pledge of Sharesthe Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Holder shall give written notice to the Licensee Company of such holder’s Xxxxxx's intention to effect such transfer, sale, assignment or pledge . Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall shall, if the Company so requests, be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by a an unqualified written opinion of legal counsel counsel, who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares Note or Securities may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate 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 Securities or the Shares Note transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the bear an appropriate restrictive legend set forth in Section (1) abovelegend, except that such the Note or certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and Licensee the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Sharesthe Shares (other than transfers 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 a Purchaser shall give written notice to the Licensee Tipperary 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, and shall be accompanied accompanied, at such holder’s expense Purchaser's expense, by a an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee Tipperary and addressed to the LicenseeTipperary, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Act, whereupon the holder of such Restricted Securities Actshall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to Tipperary. Each such notice shall also be accompanied by a written agreement of the proposed transferee to conform to the requirements hereof. Each certificate evidencing the Shares 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 (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee Tipperary such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior Not less than three business days prior to any proposed sale, assignment, transfer of any Securities bearing the restrictive legend set forth in Section 12(b) or pledge of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferany interest therein, the holder thereof shall give written notice to the Licensee Connectria of such holder’s 's intention to effect such transfer, sale, assignment or pledge setting forth the manner and circumstances of the proposed transfer in sufficient reasonable detail, and . Any such proposed transfer which is not made pursuant to a registration statement filed under the Securities Act may be effected only if the MDSI shall be have received such notice of transfer accompanied at such holder’s expense by a written (i) an opinion of legal counsel who shallcounsel, and whose legal opinion shall, be representation letter or other written evidence reasonably satisfactory to the Licensee Connectria, addressed to the LicenseeConnectria, to the effect that the proposed transfer of the Shares such Securities or such interest therein may be effected without registration of such Securities under the Securities Act. In addition, if the holder of the Securities delivers to Connectria an opinion of counsel reasonably satisfactory to Connectria that subsequent transfers of such Securities will not require registration under the Securities Act, Connectria will promptly after such contemplated transfer deliver new certificates for such Securities that do not bear the legend set forth in Section 12(b) above. If the foregoing conditions entitling the holder to effect a proposed transfer of such Securities without registration have not been satisfied, the holder in each case will not transfer the Securities proposed to be transferred. Each certificate evidencing the Shares 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 (1) above12(b), except that such certificate shall not bear such restrictive legend if and each agreement purporting to transfer any interest in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver bear a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C similar legend.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Sharesany ---------------------------- 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 Licensee Company of such holder’s 's intention to effect make such transfer, sale, assignment or pledge . The Notice shall describe the manner and circumstances of the proposed transfer in sufficient detail. If reasonably requested by the Company prior to the transfer being effected, and the holder shall be accompanied at such holder’s expense by provide to the Company a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities Act. The holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the Notice only after the Company has consented in writing to such transfer. Each stock certificate evidencing the Shares 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 (1) above8.3, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for the Company such holder and Licensee such legend is legends are not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C securities laws.

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)8.4. Prior to any proposed sale, assignment, transfer or pledge of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferany Restricted Securities, the holder thereof shall give written notice to the Licensee Corporation 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 in sufficient detail, and shall be accompanied at such holder’s expense by a either (a) an unqualified written legal opinion of legal addressed to the Corporation from counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee addressed Corporation, which opinion shall be reasonably satisfactory in form and substance to the LicenseeCorporation's counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities ActAct and any applicable state securities laws, or (b) a "no-action" letter from the Securities and Exchange Commission (and any necessary state securities administrator) to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission (or such administrators) 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 Corporation. Each certificate evidencing the Shares 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 (1) 8.4 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Sharesany 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 Licensee 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 either (i) shall be accompanied at such holder’s 's expense by a an unqualified written opinion of legal counsel who shallshall be, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee Company in form and substance, addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the Securities ActAct and any applicable state securities law or (ii) state that the proposed transfer, sale, assignment or pledge is exempt from the Commission's Rule 144, 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. Each certificate evidencing the Shares Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend legends referring to the Securities Act set forth in Section (1) 3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and Licensee the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The Holder and any holder of each certificate representing Shares any Warrant Share by acceptance hereof or thereof agrees to comply in all respects with the provisions of this Section (2)Section. Prior to any proposed saletransfer of this Warrant or any Warrant Share, assignment, transfer the Holder or pledge holder of Warrant Shares, unless there is in effect a registration statement under as the Securities Act covering the proposed transfercase may be, the holder thereof shall give written notice to the Licensee Company of such holder’s intention to effect such transfer, sale, assignment or pledge . Each such notice shall describe the manner and circumstance of the proposed transfer in sufficient reasonable detail, and shall be accompanied at such holder’s expense by (a) a written opinion of legal counsel who shallfor such holder, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act or (b) written assurance from the staff of the Commission that it will not recommend that any action be taken by the Commission in the event such transfer is effected without registration under the Act. Such proposed transfer may be effected only if the Company shall have received such notice and such opinion of counsel or written assurance, whereupon the Holder or the holder of Warrant Shares, as the case may be, shall be entitled to transfer this Warrant or Warrant Shares in accordance with the terms of this Warrant and of the notice delivered by said holder to the Company. Each certificate evidencing the this Warrant or Warrant Shares 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 (1) above3.2, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee or written assurance referred to above is to the further effect that neither such legend is not nor the restriction on transfer in this Article are required in order to establish ensure compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares Preferred Stock or Conversion Stock by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)3.3. Prior to any proposed sale, assignment, transfer of any Preferred Stock or pledge of Shares, Conversion 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 Licensee 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 in sufficient detail, and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by a either (i) an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Shares Preferred Stock 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 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 Preferred Stock or Conversion Shares shall be entitled to transfer such Preferred Stock in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Shares Preferred Stock or Conversion Stock 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 (1) 3.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .order

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (24(c). Prior to any proposed sale, assignment, transfer or pledge of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferany Restricted Securities, the holder thereof shall give written notice to the Licensee 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 in sufficient detail, and shall be accompanied at such holder’s expense by a either (i) an unqualified written legal opinion of legal addressed to the Company from counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee addressed such parties, which opinion shall be reasonably satisfactory in form and substance to the Licenseesuch parties' legal counsel, to the effect that the proposed transfer of the Shares 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 (and any necessary state securities administrator) to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission (or such administrators) 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. Each certificate evidencing the Shares 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 (14(b) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)Paragraph 7.3. Prior to any proposed sale, assignment, transfer or pledge of Shares, unless there is any Restricted Securities (other than under circumstances described in effect a registration statement under the Securities Act covering the proposed transferParagraph 7.4. hereof), the holder HOLDER thereof shall give written notice to the Licensee COMPANY of such holder’s intention to effect such transferHOLDER'S option, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s expense by a either (i) an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee COMPANY addressed to the LicenseeCOMPANY'S counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the 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 Actshall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the HOLDER to the COMPANY. Each certificate evidencing the Shares 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 Paragraph 7.2. and Section (1) above10., except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee or no action letter referred to above is to the further effect that such legend is not required in order to establish compliance with any the provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C ACT.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer of this Note or pledge of Sharesthe Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Holder shall give written notice to the Licensee 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 in sufficient detail, and shall shall, if the Company so requests, be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by a an unqualified written opinion of legal counsel counsel, who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Shares this Note or Securities may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Holder, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate 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 Shares Securities or this Note transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the bear an appropriate restrictive legend set forth in Section (1) abovelegend, except that such this Note or certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and Licensee the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)Paragraph 7.3. Prior to any proposed sale, assignment, transfer or pledge of Shares, unless there is any Restricted Securities (other than under circumstances described in effect a registration statement under the Securities Act covering the proposed transferParagraph 7.4 hereof), the holder HOLDER thereof shall give written notice to the Licensee COMPANY of such holder’s intention to effect such transferHOLDER'S option, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s expense by a either (i) an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee COMPANY addressed to the LicenseeCOMPANY'S counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under the 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 Actshall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the HOLDER to the COMPANY. Each certificate evidencing the Shares 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 Paragraph 7.2 and Section (1) above10, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee or no action letter referred to above is to the further effect that such legend is not required in order to establish compliance with any the provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C ACT.

Notice of Proposed Transfers. The holder of each certificate representing Shares SB by acceptance thereof of certificates representing Restricted Securities agrees to comply in all respects with the provisions of this Section (2)1.4. Prior to any proposed saletransfer of any Restricted Securities (other than under circumstances described in Sections 1.5 and 1.6 hereof), assignment, transfer or pledge of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof SB shall give written notice to the Licensee ICN 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 in sufficient sufficiently reasonable detail, and shall be accompanied (except in transactions in compliance with Rule 144) by, at such holder’s expense by SB's option, either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee ICN, addressed to the LicenseeICN and reasonably satisfactory in form and substance to ICN's counsel, to the effect that the proposed transfer of the Shares Restricted Securities may be effected without registration under Registration, or (ii) a "no action" letter from the staff of the Commission to the effect that the 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 SB shall be entitled to transfer such Restricted Securities Actin accordance with the terms of the notice delivered by SB to ICN. Each certificate evidencing the Shares 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 (1) 1.3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder Holder of each certificate ---------------------------- representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)Agreement. Prior to any proposed sale, assignment, transfer or pledge Transfer of any Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferTransfer or the Transfer is pursuant to Rule 144 and covers fewer than 500,000 shares, the holder Holder thereof shall give written notice to notify the Licensee Company in writing of such holder’s Holder's intention to effect such transferTransfer and the intended manner and circumstances thereof in reasonable detail. If requested by the Company, sale, assignment or pledge in sufficient detail, and any such notice shall be accompanied at such holder’s Holder's expense by a written opinion of legal counsel who shallis, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares Transfer may be effected without registration of the applicable Shares under the Securities Act, and by such certificates and other information as the Company may reasonably require to confirm such opinion, whereupon the Holder of such Shares shall be entitled to Transfer such Shares in the manner contemplated by such opinion. Each certificate evidencing the Shares transferred 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 5.4(a) and (1b) abovehereof, except that such certificate shall not bear such restrictive legend legends if in the opinion of counsel for such holder Holder and Licensee such the Company the restrictive legend set forth in Section 5.4(a) hereof is not required in order to establish compliance with any provisions of the Securities Act. Prior So long as such restrictive legend shall be required to remain on any transfer such certificates, the Transfer of the any Shares in accordance with this Section represented thereby (2)excluding, such transferee shall execute and deliver however, a form of agreement reasonably acceptable Transfer pursuant to the Licensee wherein realization by any pledgee (other than the Company) upon Shares pledged with it) shall be conditioned upon the transferee agrees to be bound by the provisions of this Exhibit C thereof becoming a party hereto.

Notice of Proposed Transfers. The holder Holder of each certificate representing Shares this Warrant, by acceptance thereof hereof, agrees to comply in all respects with the provisions of this Section (2)7. Prior to any proposed sale, assignment, transfer of this Warrant or pledge of Shares, unless there is any Warrant Shares (except in effect a registration statement under the Securities Act covering the proposed transfertransactions in compliance with Rule 144), the holder thereof Holder of such securities shall give written notice to the Licensee Corporation 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 in sufficient detail, and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Corporation addressed to the LicenseeCorporation and reasonably satisfactory in form and substance to the Corporation's counsel, to the effect that the proposed transfer of the Warrant and/or Warrant 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 enforcement action be taken with respect thereto, whereupon the Holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the Holder to the Corporation. Each new certificate evidencing the 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 set forth in Section (1) 6 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and Licensee the Corporation, such legend is not required in order to establish or assist in compliance with any provisions of the Securities Act. Prior to Act or any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C applicable state securities laws.

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)5. 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 Sharesany 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 Licensee 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 shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act. Each certificate evidencing the Shares 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 (1) 3 above, except . Each holder of Restricted Securities agrees that such certificate shall it will not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any request that a transfer of the Shares Restricted Securities be made or that the legend set forth in accordance with this Section (2)3 be removed from the certificate representing the Restricted Securities, such transferee shall execute and deliver solely in reliance on Rule 144(k) if as a form of agreement reasonably acceptable result thereof, the Company would be rendered subject to the Licensee wherein reporting requirements of the transferee agrees to be bound by the provisions of this Exhibit C Exchange Act.

Notice of Proposed Transfers. The Holder and any holder of each certificate representing Shares any Warrant Share by acceptance hereof or thereof agrees to comply in all respects with the provisions of this Section (2)Section. Prior to any proposed saletransfer of this Warrant or any Warrant Share, assignment, transfer the Holder or pledge holder of Warrant Shares, unless there is in effect a registration statement under as the Securities Act covering the proposed transfercase may be, the holder thereof shall give written notice to the Licensee Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge . Each such notice shall describe the manner and circumstance of the proposed transfer in sufficient reasonable detail, and shall be accompanied at such holder’s expense by (a) a written opinion of legal counsel who shallfor such holder, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act or (b) written assurance from the staff of the Commission that it will not recommend that any action be taken by the Commission in the event such transfer is effected without registration under the Act. Such proposed transfer may be effected only if the Company shall have received such notice and such opinion of counsel or written assurance, whereupon the Holder or the holder of Warrant Shares, as the case may be, shall be entitled to transfer this Warrant or Warrant Shares in accordance with the terms of this Warrant and of the notice delivered by said holder to the Company. Each certificate evidencing the this Warrant or Warrant Shares 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 (1) above3.2, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee or written assurance referred to above is to the further effect that neither such legend is not nor the restriction on transfer in this Article are required in order to establish ensure compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, /s/ DD [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. assignment, transfer or pledge of 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 Licensee of such holder’s intention to effect such transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act. Each certificate evidencing the Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .C.

Notice of Proposed Transfers. The holder Purchaser by its acceptance of each certificate representing Shares by acceptance thereof ---------------------------- the Preferred Stock agrees to comply in all respects with the provisions of this Section (2)8.3. Prior to any proposed sale, assignment, transfer of the Preferred Stock or pledge of Conversion Shares, 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 Licensee Company of such holder’s its intention to effect such transfer, sale, assignment or pledge . Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detaildetail to evidence compliance with securities laws, and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by either (i) a written opinion of the in-house counsel of the Purchaser or other legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Preferred Stock or the Conversion Shares may be effected without registration under the Securities Act, or (ii) a "no action" letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the Purchaser shall be entitled to transfer such Preferred Stock or the Conversion Shares in accordance with the terms of the notice delivered by the Purchaser to the Company. Each The certificate evidencing the Shares Preferred Stock or the Conversion Shares, as applicable, 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 (1) 8.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer or pledge of Sharesany Restricted Securities (other than (i) transfers not involving a change in beneficial ownership or (ii) transactions involving distribution without consideration of Restricted Securities by any of the Purchasers to any of its partners, or retired parties, or to the estate of any of its partners or 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 Licensee 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 shall be accompanied accompanied, at such holder’s 's expense by a written either (i) an opinion of legal counsel who shallshall be, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee Company addressed to the Licensee, Company to the effect that the proposed transfer of the Shares 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. Each certificate evidencing the Shares transferred 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 (1) above15, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply (a) Except as otherwise provided in all respects with the provisions paragraph (b) of this Section (2). Prior 12.4, prior to any proposed sale, assignment, transfer or pledge attempted transfer of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferany Note or shares of Common Stock, the holder thereof shall give written notice to the Licensee Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge in sufficient detail, . Each such notice shall describe the manner and circumstances of the proposed transfer and shall be accompanied at such holder’s expense by a written an opinion of legal counsel who shall, and whose legal opinion shall, be reasonably for such holder satisfactory to the Licensee addressed to the LicenseeCompany, to the effect that the proposed such transfer of the Shares may be effected without registration of such Note under the Securities Act. Each certificate evidencing If such notice is accompanied by such an opinion, such holder shall be entitled to transfer such Note in conformity with the Shares transferred as above terms of such notice, and, if the opinion of counsel so specifies, the Note issued upon any such transfer shall not bear the restrictive legend set forth in Section 12.4. Such holder shall indemnify the Company for any transfer effected pursuant to this Section 12.5(a). (b) The procedure set forth in paragraph (a) of this Section 12.4 shall not apply to any transfer by you (or a transferee pursuant to this paragraph (b)) of any Note to any of your Subsidiaries or Affiliates; provided, however, that at the time of such transfer the transferee shall execute and deliver to the Company an "investment letter" containing substantially the representations provided shall bearin Sections 12.1, except if 12.2 and 12.3 hereof with respect to the Notes that are the subject of such transfer and its agreement to be bound by the provisions of 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 issued upon such transfer shall bear the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C 12.4 hereof.

Notice of Proposed Transfers. The holder of each certificate representing Shares Restricted Securities, by acceptance thereof thereof, agrees to comply in all respects with the provisions of this Section (2)2.4. Prior to any proposed sale, assignment, transfer or pledge Transfer of Sharesany Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transferTransfer, the holder thereof shall give written notice to the Licensee Parent of such holder’s 's intention to effect such transfer, sale, assignment or pledge Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and shall be accompanied at such holder’s 's expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shallshall be, be reasonably satisfactory to the Licensee Parent, addressed to the LicenseeParent, to the effect that the proposed transfer Transfer of the Shares Restricted Securities may be effected without registration under the Securities Act. Each certificate evidencing , or (ii) a "no action" letter from the Shares transferred as above provided shall bear, except if Commission to the effect that the Transfer of such transfer is made pursuant to Rule 144, securities without registration will not result in a recommendation by the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to Parent, whereupon the holder of such Restricted Securities Act. Prior shall be entitled to any transfer of the Shares Transfer such Restricted Securities in accordance with this Section (2), such transferee shall execute and deliver a form the terms of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound notice delivered by the provisions of this Exhibit C .holder to Parent. Parent will not require such a legal opinion or "no action" letter (a) in any transaction in compliance with

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignment, transfer of this Note or pledge of Sharesthe 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 thereof hereof shall give written notice to the Licensee Company of such holderxxxxxx’s intention to effect such transfer, sale, assignment or pledge . Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall shall, if the Company so requests, be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by a an unqualified written opinion of legal counsel counsel, who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company, addressed to the LicenseeCompany and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Shares Note or Securities may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate 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 Securities or the Shares Note transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the bear an appropriate restrictive legend set forth in Section (1) abovelegend, except that such the Note or certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder Holder of each certificate representing Shares this Warrant, by acceptance thereof hereof, agrees to comply in all respects with the provisions of this Section (2)7. Prior to any proposed sale, assignment, transfer of this Warrant or pledge of any Warrant Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof Holder of such securities shall give written notice to the Licensee 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 in sufficient detail, detail and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee Company addressed to the Licensee, Company and reasonably satisfactory in form and substance to the Company's counsel to the effect that the proposed transfer of the 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 of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the Holder to the Company. Each new certificate evidencing the 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 (1) 7 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and Licensee the Company, such legend is not required in order to establish or assist in compliance with any provisions of the Securities Act. Prior to Act or any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C applicable state securities laws.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, /s/ DD Initials [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. assignment, transfer or pledge of 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 Licensee of such holder’s intention to effect such transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act. Each certificate evidencing the Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (1) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .C.

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)1.2. Prior to any proposed sale, assignment, transfer or pledge of 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 Licensee of such holder’s 's intention to effect such transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s 's expense by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act. Each certificate evidencing the Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section (1) 1.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee such legend is not required in order to establish compliance with any provisions of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2)1.2, such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .Appendix C.

Notice of Proposed Transfers. The holder of each certificate representing Shares the DSL Common Stock by acceptance thereof agrees to comply in all respects with the provisions of this Section (2)10.3. Prior to any proposed sale, assignment, transfer or pledge of Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transferany DSL Common Stock, the holder thereof shall give written notice to the Licensee DSL 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 in sufficient detail, and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Licensee DSL, addressed to the LicenseeDSL and reasonably satisfactory in form and substance to DSL's counsel, to the effect that the proposed transfer of the Shares DSL Common Stock 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 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 DSL Common Stock shall be entitled to transfer such DSL Common Stock in accordance with the terms of the notice delivered by the holder to DSL. Each certificate evidencing the Shares DSL Common Stock 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 (1) 10.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior to any proposed sale, assignmentpledge, assignment or transfer or pledge (any of Sharesthe foregoing, a "Transfer") of any 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 transferTransfer or unless such proposed transfer satisfies all of the then- applicable requirements of Rule 144, the holder thereof shall give written notice to the Licensee Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and shall be accompanied accompanied, at such holder’s 's expense by a either an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee Company addressed to the LicenseeCompany, to the effect that the proposed transfer Transfer of the Shares may be effected without registration under the Securities Act, whereupon the holder of such Shares shall be entitled to transfer such Shares in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Shares transferred as above provided shall bear, except if unless such transfer Transfer is made pursuant to Rule 144an effective registration statement, the appropriate restrictive legend set forth in Section (1) abovesection 5, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee the Company such legend is not required in order to establish compliance with any provisions provision of the Securities Act. Prior to any transfer of the Shares in accordance with this Section (2), such transferee shall execute and deliver a form of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound by the provisions of this Exhibit C .

Notice of Proposed Transfers. The holder of each certificate representing Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section (2). Prior a) Five Business Days prior to any proposed sale, assignment, transfer or pledge Transfer (other than Transfers of Shares, 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 Licensee Company of such holder’s 's intention to effect such transferTransfer, sale, assignment or pledge in sufficient detail, setting forth the manner and shall be accompanied at such holder’s expense by a written opinion circumstances of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Licensee addressed to the Licensee, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act. Each certificate evidencing the Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section Transfer, (1a) above, except that such certificate Note shall not bear such restrictive legend if in the opinion of counsel for such holder and Licensee referred to above is to the 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 the provisions of the Securities Act. Prior Five Business Days prior to any transfer 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 Shares 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 this Section (2), such transferee shall execute and deliver a form the terms of agreement reasonably acceptable to the Licensee wherein the transferee agrees to be bound notice delivered by the provisions of this Exhibit C holder. Each Note transferred as above provided shall bear the legend set forth in Section 8.2(a).