Common use of Notice of Transfer Clause in Contracts

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares by acceptance thereof, agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity ParticipantEach of the Stockholders, and any other holder of any Shares by acceptance thereof, agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.23.2 and all of the provisions of Section 3.4 hereof. Each such notice shall contain (i) a statement setting forth the intention of said holder’s 's prospective transferee with respect to its retention or disposition of said Shares; , and (ii) unless waived by the CorporationCompany, an opinion of counsel (reasonably satisfactory to the Company and its counsel) for said holder (who may be the inside or staff counsel employed by said holder), as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis bases relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof 3.3 and the intended method of disposition specified in the statement delivered by said holder to the CorporationCompany. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a)3.2, (i) in the case of a Transfer by a holder to a member of such holder’s Family or 's Group, no such opinion of counsel shall be necessary; provided, provided that the transferee agrees in writing to be subject to Section 5 3 hereof to the same extent as if such transferee were originally a signatory to this Agreement, and (ii) in the case of any holder of Restricted Securities that is a partnership, no such opinion of counsel shall be necessary for a Transfer by such holder to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership, and the transferee agrees in writing to be subject to the terms of Section 3 hereof to the same extent as if such transferee were originally a signatory to this Agreement. Transfers pursuant to this Section 3.3(b) are not subject to the provisions of Section 3.4. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend legends set forth in Section 5.1(a) 3.1 hereof unless the Shares are no longer subject to this Stockholders' Agreement and (i) in the opinion of counsel (reasonably acceptable to the CorporationCompany) addressed to the Corporation Company the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.the

Notice of Transfer. (a) The Equity ParticipantSubject to the restrictions set forth in Section 4(a), every request made to transfer this Warrant must be in writing and accompanied by an instrument of assignment substantially in the form attached hereto as Annex B, duly executed by the Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or the Holder’s survivor, as applicable, and setting forth in reasonable detail the circumstances relating to the transfer accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and funds sufficient to pay any other holder transfer taxes payable upon the making of any Shares by acceptance thereofsuch transfer. Upon receipt of such written notice and, agrees that, prior to any Transfer of any Sharesif required, such holder will give written notice payment, the Company shall, subject to Company’s reasonable determination that the Corporation of such holder’s intention to effect such Transfer transfer instrument is in proper form and to comply in all other respects the transfer otherwise complies with the provisions other terms and conditions of this Section 5.2. Each such notice shall contain Warrant (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding including the provisions of Section 5.2(a4(a)), register the transfer of the Warrant in the case Warrant Register and the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a Transfer new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company or its designated agent within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company or its designated agent assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder to for the purchase of Warrant Shares without having a member of such holder’s Family or Group, no such opinion of counsel new Warrant issued. All duly transferred Warrants registered in the Warrant Register shall be necessary; provided, that the valid obligations of the Company and shall entitle the transferee agrees in writing to be subject to Section 5 hereof to the same extent benefits and rights under this Warrant as if such transferee were originally those held immediately prior to the transfer by the transferor. No transfer of a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (Warrant shall be valid unless and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) until registered in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities lawsWarrant Register. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder By acceptance of any Shares by acceptance thereofRestricted Stock, the holder thereof agrees that, to give prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such any Transfer and to comply in all other respects with the provisions of this Section 5.23.3. Each such notice shall contain describe the manner and circumstances of the proposed Transfer and shall be accompanied by: (ia) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an written opinion of counsel for said the holder of such Restricted Stock or, at such holder’s option, a representation letter of such holder, addressed to the Corporation (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), as to whether, in the necessity or non-necessity for case of a written opinion, in the opinion of such counsel such proposed Transfer involves a transaction requiring registration of such Restricted Stock under the Securities Act and applicable state securities laws or an exemption thereunder is available, or, in connection with the case of a representation letter, such Transfer and stating the letter sets forth a factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the for concluding that such proposed Transfer transfer involves a transaction requiring registration of Shares may be effected without registration or qualification such Restricted Stock under the Securities Act and any applicable state securities lawslaws or that an exemption thereunder is available, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding if such registration is required and if the provisions of Section 5.2(a)3.4 hereof are applicable, a written request addressed to the Corporation by the holder of such Restricted Stock, describing in detail the proposed method of disposition and requesting the Corporation to effect the registration of such Registrable Securities pursuant to the terms and provisions of Section 3.4 hereof; provided, however, that (y) in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel or representation letter of the holder shall be necessary; provided, provided that the transferee agrees in writing to be subject to Section 5 Sections 3.1, 3.2, 3.3 and 3.10 hereof to the same extent as if such transferee were originally a signatory to this Agreement. , and (cz) in the case of any holder of Restricted Stock that is a partnership, no such opinion of counsel or representation letter of the holder shall be necessary for a Transfer by such holder to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, (i) such Transfer is made in accordance with the partnership agreement of such partnership, and (ii) the transferee agrees in writing to be subject to the terms of Sections 3.1, 3.2, 3.3 and 3.10 hereof to the same extent as if such transferee were originally a signatory to this Agreement. If in an opinion of counsel or as reasonably concluded from the facts set forth in the representation letter of the holder (which opinion and counsel or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws or “blue sky” laws, then the holder of Restricted Stock shall thereupon be entitled to effect such Transfer in accordance with the terms of the notice delivered by it to the Corporation. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities not Transferred) shall bear the legend set forth in Section 5.1(a) 3.2 hereof unless unless: (ia) in the such opinion of such counsel or as can be concluded from the representation letter of such holder (which opinion and counsel or representation letter shall be reasonably acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable and state securities laws; , or (iib) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required on any certificate or (iii) other instrument evidencing the securities issued upon such Transfer in the reasonable opinion of counsel to the Corporation, event such Transfer transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (as amended from time to time or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon . The holder of Restricted Stock shall not effect any Transfer until such Transfer (and each certificate evidencing any untransferred balance opinion of counsel or representation letter of such Sharesholder has been given to and accepted by the Corporation (unless waived by the Corporation) shall bear or, if applicable, until registration of the legend set forth Registrable Securities involved in Section 5.1(b) hereof for so long as this Agreement remains in effectthe above-mentioned request has become effective under the Securities Act. In the event that an opinion of counsel is required by the registrar or transfer agent of the termination Corporation to effect a transfer of this AgreementRestricted Stock in the future, the Corporation shall seek and obtain such opinion from its counsel, and the holder of Shares may request that such Restricted Stock shall provide such reasonable assistance as is requested by the Corporation issue (other than the furnishing of an opinion of counsel) to satisfy the requirements of the registrar or transfer agent to effectuate such transfer. Notwithstanding anything to the contrary herein, the provisions of this Section 3.3 and of Sections 3.1 and 3.2 shall not apply, and shall be deemed of no force or effect, with respect to shares of capital stock of the Corporation that are subject to a new certificate not bearing re-sale registration statement under the legend set forth in Section 5.1(b) hereofSecurities Act, provided that such registration statement has been declared, and continues to remain, effective by the Commission.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities covered by this Agreement, by acceptance thereofof such Restricted Securities, agrees thatagrees, prior to any Transfer of any Sharessuch Restricted Securities, such holder will to give written notice to the Corporation of such holder’s 's intention to effect such Transfer and agrees to comply in all other respects with the provisions of this Section 5.2Agreement. Each such notice shall contain describe the manner and circumstances of the proposed Transfer and shall be accompanied by the written opinion, addressed to the Corporation, of counsel for the holder of such securities (which counsel shall be acceptable to the Corporation), as to whether, in the opinion of such counsel, such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act; PROVIDED, HOWEVER, that no such opinion shall be required (i) in connection with a statement setting forth the intention of said holder’s prospective transferee with respect Transfer pursuant to its retention Section 5 or disposition of said Shares6 hereof; and (ii) unless waived by in connection with a transaction complying with the Corporation, an opinion requirements of counsel for said holder Rule 144 or Rule 144A (in each case as amended from time to the necessity or non-necessity for registration time) promulgated under the Securities Act and applicable state securities laws (or successor rules thereto); or (iii) in connection with a Transfer (A) to an affiliate (as defined in the Securities Act) of the transferor or (B) by a holder which is a partnership, limited liability company or corporation, to a partner, member/manager or shareholder, respectively, of such Transfer holder or a retired partner, member/manager or shareholder, respectively, of such holder who retires after the date hereof, or the estate of any such partner, member/manager or shareholder or retired partner, retired member/manager or retired shareholder or to a trust for the benefit of its partners, retired partners and/or former partners or member/managers, retired member/managers and/or former member/managers or shareholders, retired shareholders and/or former shareholders; PROVIDED FURTHER, HOWEVER, that in the case of clause (iii) above, the transferee represents and stating warrants to the factual Corporation in writing that it is acquiring such Restricted Securities for its own account for investment and statutory basis relied upon not with a view to the distribution thereof and agrees in writing to be subject to the terms of this Agreement to the same extent as if such transferee were an original signatory to this Agreement. Upon receipt by counsel. The the Corporation of any such notice and other documents, the following provisions provision shall then apply: (i) If the proposed Transfer transfer of Shares such Restricted Securities may be effected without registration or qualification of such Securities under the Securities Act and any applicable state securities lawsAct, then the registered holder of such Shares securities shall thereupon be entitled to Transfer transfer such Shares securities in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder it to the Corporation. (ii) If . Each certificate or other instrument evidencing the proposed securities issued upon the Transfer of any such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend legends set forth in Section 5.1(a) hereof 3 unless (iA) in the such opinion of counsel (acceptable to the Corporation) addressed to the Corporation the such counsel, if required as set forth above, registration of future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (iiB) the Corporation shall have waived the requirement of such legendlegends; PROVIDED, HOWEVER, that such legend shall not be required (i) on any certificate or (iii) other instrument evidencing the securities issued upon such Transfer in the reasonable opinion of counsel to the Corporation, event such Transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (as amended from time to time) promulgated under the Securities Act (or any similar or successor ruleRule thereto), (ii) promulgated on any certificate or other instrument which is immediately resalable under Rule 144(k) (or any similar or successor Rule thereto), or (iii) in connection with a Transfer pursuant to Section 5 or 6 hereof; (ii) If the proposed transfer of such Restricted Securities may not be effected without registration of such Securities under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Securities shall thereupon not be entitled to transfer such securities until registration of the Restricted Securities involved in the above-mentioned request that has become effective under the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereofSecurities Act.

Notice of Transfer. (a) The Equity Participant, and any other holder By acceptance of any Shares by acceptance thereofRestricted Securities, the holder thereof agrees that, to give prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such any Transfer and to comply in all other respects with the provisions of this Section 5.23.3. Each such notice shall contain describe the manner and circumstances of the proposed Transfer and shall be accompanied by: (ia) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an written opinion of counsel for said the holder of such Restricted Securities, or, at such holder’s option, a representation letter of such holder, addressed to the Corporation (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), as to whether, in the necessity or non-necessity for case of a written opinion, in the opinion of such counsel, such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws or an exemption thereunder is available, or, in connection with the case of a representation letter, such Transfer and stating the letter sets forth a factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the for concluding that such proposed Transfer transfer involves a transaction requiring registration of Shares may be effected without registration or qualification such Restricted Securities under the Securities Act and any applicable state State securities lawslaws or that an exemption thereunder is available, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding if such registration is required and if the provisions of Section 5.2(a)3.4 hereof are applicable, a written request addressed to the Corporation by the holder of such Restricted Securities, describing in detail the proposed method of disposition and requesting the Corporation to effect the registration of such Restricted Shares pursuant to the terms and provisions of Section 3.4 hereof; provided, however, that (y) in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel or representation letter of the holder shall be necessary; provided, provided that the transferee agrees in writing to be subject to Section Sections 3.1, 3.2, 3.3, 3.9 and Article 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. , and (cz) in the case of any holder of Restricted Securities that is a partnership or limited liability company, no such opinion of counsel or representation letter of the holder shall be necessary for a Transfer by such holder to a partner or member of such holder, or a retired partner or member of such holder who retires after the date hereof, or the estate of any such partner or member or retired partner or member if, with respect to such Transfer by a partnership or limited liability company, (i) such Transfer is made in accordance with the partnership agreement or operating agreement of such partnership or limited liability company, and (ii) the transferee agrees in writing to be subject to the terms of Sections 3.1, 3.2, 3.3, 3.9 and Article 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. If in such opinion of counsel or as reasonably concluded from the facts set forth in the representation letter of the holder (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws or “blue sky” laws, then the holder of Restricted Securities shall thereupon be entitled to effect such Transfer in accordance with the terms of the notice delivered by it to the Corporation. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities not Transferred) shall bear the legend set forth in Section 5.1(a) 3.2 hereof unless unless: (ia) in the such opinion of such counsel or as can be concluded from the representation letter of such holder (which opinion and counsel or representation letter shall be reasonably acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable and state securities laws; , or (iib) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required on any certificate or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.other instrument evidencing

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Shares, by acceptance thereof, agrees thatthereof agrees, prior to any Transfer of any Sharesthereof, such holder will to give written notice to the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.25(c) and the other applicable provisions of this Agreement. Each such notice shall contain describe the manner and circumstances of the proposed Transfer and shall be accompanied by (i) the written opinion, addressed to the Corporation, of counsel for the holder of such Shares, as to whether in the opinion of such counsel (which counsel and opinion shall be reasonably satisfactory to counsel to the Corporation) such proposed Transfer involves a statement setting forth transaction requiring registration of such shares under the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Securities Act, and (ii) unless waived in the case of Registrable Securities, if in the opinion of such counsel such registration is required, a written request addressed to the Corporation by the CorporationHolder of Registrable Securities, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws describing in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If detail the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in and requesting the statement delivered by said holder Corporation to effect the registration of such Registrable Securities pursuant to the Corporation. (ii) If the proposed Transfer terms and conditions of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(aSections 5(d), 5(e) or 5(f), as the case may be; provided, however, that no such opinion shall be required in the case of a Transfer by any Holder of Registrable Securities (A) which is a holder (1) partnership or limited liability company to a partner or member of such holder’s Family Holder, or Groupa retired partner or member of such Holder who retires after the date hereof, no or the estate of any such opinion of counsel shall be necessary; providedpartner or member or retired partner or member, that if the transferee agrees in writing to be subject to the terms of this Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. , or (c2) corporation to any Affiliate of such corporation, including without limitation, any officer, director or controlling stockholder of such corporation, or (B) in connection with a transaction complying with the requirements of Rule 144 (as amended from time to time) promulgated under the Securities Act (or successor rule thereto). If in such opinion of counsel the proposed Transfer may be effected without registration under the Securities Act, the holder shall thereupon be entitled to Transfer the Shares in accordance with the terms of the notice delivered by it to the Corporation, subject to the other requirements of this Agreement. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Shares (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend set forth in Section 5.1(a5(b) hereof unless (ix) in the such opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (iiy) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required (1) on any certificate or (iii) other instrument evidencing the securities issued upon such Transfer in the reasonable opinion of counsel to the Corporation, event such Transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor ruleas amended from time to time) promulgated under the Securities ActAct (or successor rule thereto) or (2) on any certificate or other instrument which is immediately resalable without restrictions (whether or not such resale is proposed) under Rule 144 or successor thereto. Notwithstanding the foregoing, as a condition to any Transfer of Shares, the transferee must agree to be bound by the terms hereof as if it were a signatory hereto, and in compliance with applicable state securities lawsthe shares held by such transferee shall constitute Shares hereunder. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. Subject to compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (ain the form attached hereto as Exhibit B) The Equity Participantand funds sufficient to pay any transfer taxes payable upon the making of such transfer. By acceptance of this Warrant, and any other holder of any Shares by acceptance thereof, the Holder agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation Company before transferring this Warrant or transferring any Warrant Shares of such holderXxxxxx’s intention to effect do so, describing briefly the manner of any proposed transfer. As a condition to such Transfer transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth exemptions relied upon by the intention of said holder’s prospective transferee with respect to its retention Company for the transfer or disposition of said this Warrant or the Warrant Shares; . Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and (ii) unless waived by deliver a new Warrant or Warrants in the Corporationname of the transferee or transferees and in the denominations specified in such instrument of assignment, an opinion of counsel for said holder as and shall issue to the necessity or non-necessity for registration under assignor a new Warrant evidencing the Securities Act portion of this Warrant, if any, not so assigned and applicable state securities laws in connection with such Transfer and stating this Warrant shall promptly be cancelled. For the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer avoidance of Shares may be effected without registration or qualification under the Securities Act doubt, any transferee and any applicable state securities laws, then the registered holder of such Shares subsequent transferee shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to the 6.24% Exercise Limitation and the Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement382 Exercise Limitation. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares by acceptance thereof, agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder holder, as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 6 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity ParticipantShould any PARTY desire to sell, and farmout or otherwise dispose al all or any other holder part of any Shares by acceptance thereofits Working Interest in the Lease, agrees that, prior to any Transfer of any Shares, such holder will it shall promptly give written notice to the Corporation other PARTIES giving complete information relative to the proposed disposition. The other PARTIES shall have the right for a period of such holder’s intention fifteen (15) days after receipt of the notice to effect such Transfer and attempt to comply in all other respects with purchase or acquire the provisions interest, which the PARTY proposes to sell, farmout or otherwise dispose. A transfer of this Section 5.2. Each such notice interest hereunder shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder not become effective as to the necessity PARTIES until the first day of the month following delivery to OPERATOR of an original (or non-necessity for registration under copies thereof) instrument of transfer approved by the Securities Act proper governmental authority and applicable state securities laws conforming to the requirements of this Section. No such transfer shall relieve the transferring PARTY of any obligations or liabilities accrued hereunder prior to such effective date. This Section shall not apply when a PARTY wishes to mortgage its interest or to dispose of its interest by merger, reorganization, consolidation, assignment of production payment, sale of all or substantially all of its assets, or sale or transfer of its interest to an affiliate. 26.2.1 A PARTY may sell, transfer or assign all or any part of its interest in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then applyproperty or this Agreement without the consent of any other PARTY hereto, provided that: (ia) If the proposed Transfer of Shares may be effected without registration Any such sale, transfer or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares assignment shall be entitled made only to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act a financially responsible PARTY or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effectivePARTIES. (b) Notwithstanding Such PARTY shall give the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member other PARTIES written notice of such holder’s Family sale, transfer or Groupassignment at least thirty (30) days prior to executing any instrument(s) evidencing the sale, no transfer or assignment (such opinion notice to include the name of counsel shall be necessary; provided, that each proposed transferee and the transferee agrees in writing interests) to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreementtransferred). (c) Each certificate Such PARTY shall incorporate in each instrument evidencing the Shares issued upon such Transfer sale, transfer or assignment a provision making the same expressly subject to the Operating Agreement and shall obtain (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable furnish to the Corporationother PARTIES) addressed such transferee's written consent to be bound by all the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities lawsOperating Agreement. (d) Each certificate evidencing If the Shares issued upon original interest of any PARTY is at any time transferred to two (2) or more transferees, OPERATOR may, at its discretion, require such Transfer transferees to appoint a single trustee with full authority to receive notices and payments, approve expenditures and pay the share of costs, which are chargeable against such transferees. 26.2.2 The Provisions of this Article shall not, however, apply to and it shall not be necessary to obtain the consent of any party in connection with; (a) Any mortgage or other pledge, including without limitation the granting of any lien or security interest and each certificate evidencing any untransferred balance assignment of production executed as further security for the debt secured by any such Sharesmortgage or pledge, by a Party hereto of its interest or any portion thereof in the joint leases, or the Agreement, or any judicial, trustee's or other sales to foreclose the same; (b) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event Any transfer or disposition of the termination interest of a PARTY hereto by corporate merger or consolidation or by any sale or sales of substantially all of its oil and gas properties; or (c) Any sale, merger, consolidation or other transfer by a PARTY hereto of any part of its interest to or with any "affiliate" (as such term is defined in Regulation C, issued under the Securities Act of 1933). (d) Any mortgage, pledge, transfer, sale, merger or any other disposition enumerated in subparagraphs (a), (b) or (c) of this Paragraph shall be made expressly subject to this Agreement, . Any assignment under this provision shall be effective upon approval of the holder of Shares may request that lessor or at such earlier date as agreed to by the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereoflessor.

Notice of Transfer. (a) The Equity Participant, and any other Each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesRestricted Securities, such holder will give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.210.3 in making such proposed Transfer. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived the proposed Transfer. Upon request by the CorporationCompany, an opinion the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for said holder as such holder, stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the necessity or non-necessity for Company) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws Act. Such holder shall thereupon be entitled to transfer the Restricted Securities in connection accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer and stating request such opinion, within five days after delivery of such notice or, if the factual and statutory basis relied Company does request such opinion, upon by counselits receipt thereof. The following provisions shall then apply: (i) If Each certificate or other instrument evidencing the proposed securities issued upon the Transfer of Shares may be effected without registration or qualification under the any Restricted Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 10.2 above unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; . (b) Notwithstanding the foregoing provisions of this Section 10.3, the restrictions imposed by this Section 10.3 upon the transferability of any Restricted Securities shall cease and terminate when (i) any such Restricted Securities are sold or (iii) in the reasonable opinion otherwise disposed of counsel pursuant to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to under the Securities Act or as otherwise contemplated by paragraph (a) above in compliance with a manner that does not require that the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Restricted Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall so transferred continue to bear the legend set forth in Section 5.1(b10.2 above or (ii) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Restricted Securities has met the requirements for Transfer of such Restricted Securities under Rule 144(k). Whenever the restrictions imposed by this Section shall terminate, upon the written request that of the Corporation issue holder of any Restricted Securities as to which such restrictions have terminated, as promptly as practicable but in any event within ten (10) Business Days of receipt of such request, the Company shall, without charge, issue, register and deliver a new certificate instrument not bearing the restrictive legend set forth in Section 5.1(b10.3 above and not containing any other reference to the restrictions imposed by this Section. (c) hereofReference is made to Section 10 of the Warrant for shelf-registration provisions.

Notice of Transfer. (a) The Equity Participant, and any other holder By acceptance of any Shares by acceptance thereofRestricted Securities, the holder thereof agrees that, to give prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s 's intention to effect such any Transfer and to comply in all other respects with the provisions of this Section 5.24.3. Each such notice shall contain describe the manner and circumstances of the proposed Transfer and shall be accompanied by: (ia) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an written opinion of counsel for said the holder of such Restricted Securities, or, at such holder's option, a representation letter of such holder, addressed to the Corporation (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), as to whether, in the necessity or non-necessity for case of a written opinion, in the opinion of such counsel, such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws or an exemption thereunder is available, or, in connection with the case of a representation letter, such Transfer and stating the letter sets forth a factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the for concluding that such proposed Transfer transfer involves a transaction requiring registration of Shares may be effected without registration or qualification such Restricted Securities under the Securities Act and any applicable state securities lawsState Securities laws or that an exemption thereunder is available, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding if such registration is required and if the provisions of Section 5.2(a)4.4 hereof are applicable, a written request addressed to the Corporation by the holder of such Restricted Securities, describing in detail the proposed method of disposition and requesting the Corporation to effect the registration of such Restricted Securities pursuant to the terms and provisions of Section 4.4 hereof; provided, however, that (y) in the case of a Transfer by a holder to a member of such holder’s Family or 's Group, no such opinion of counsel or representation letter of the holder shall be necessary; provided, provided that the transferee agrees in writing to be subject to Section 5 Sections 4.1, 4.2, 4.3 and 4.10 hereof to the same extent as if such transferee were originally a signatory to this Agreement. , and (cz) in the case of any holder of Restricted Securities that is a partnership, no such opinion of counsel or representation letter of the holder shall be necessary for a Transfer by such holder to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, (i) such Transfer is made in accordance with the partnership agreement of such partnership, and (ii) the transferee agrees in writing to be subject to the terms of Sections 4.1, 4.2, 4.3 and 4.10 hereof to the same extent as if such transferee were originally a signatory to this Agreement. If in such opinion of counsel or as reasonably concluded from the facts set forth in the representation letter of the holder (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws or "blue sky" laws, then the holder of Restricted Securities shall thereupon be entitled to effect such Transfer in accordance with the terms of the notice delivered by it to the Corporation. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities not Transferred) shall bear the legend set forth in Section 5.1(a) 4.2 hereof unless unless: (ia) in the such opinion of such counsel or as can be concluded from the representation letter of such holder (which opinion and counsel or representation letter shall be reasonably acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable and state securities laws; , or (iib) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required on any certificate or (iii) other instrument evidencing the securities issued upon such Transfer in the reasonable opinion of counsel to the Corporation, event such Transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (as amended from time to time or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon . The holder of Restricted Securities shall not effect any Transfer until such Transfer (and each certificate evidencing any untransferred balance opinion of counsel or representation letter of such Sharesholder has been given to and accepted by the Corporation (unless waived by the Corporation) shall bear or until registration of the legend set forth Restricted Securities involved in Section 5.1(b) hereof for so long as this Agreement remains in effectthe above-mentioned request has become effective under the Securities Act. In the event that an opinion of counsel is required by the registrar or transfer agent of the termination Corporation to effect a transfer of this AgreementRestricted Securities in the future, the Corporation shall seek and obtain such opinion from its counsel, and the holder of Shares may request that such Restricted Securities shall provide such reasonable assistance as is requested by the Corporation issue a new certificate not bearing (other than the legend set forth in Section 5.1(bfurnishing of an opinion of counsel) hereofto satisfy the requirements of the registrar or transfer agent to effectuate such transfer.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares by acceptance thereof, agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with this Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to this Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other Each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesNotes permitted hereunder, give three (3) Business Days’ prior written notice (or, if such three Business Day notice period is not reasonably practicable, such holder will give written notice as is reasonably practicable), to the Corporation Company of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.29.5 in making such proposed Transfer. Each such notice shall contain describe the manner and circumstances of the proposed Transfer. Upon the reasonable request by the Company, the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for such holder (which may be in-house counsel for such holder), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration of such Notes under the Securities Act; provided, however, that (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by holder of Notes which is a holder to partnership or a member of such holder’s Family or Grouplimited liability company, no such opinion of counsel shall be necessary; providednecessary for a transfer by such holder of Notes to a partner or member of such holder of Notes, that or a retired partner or member of such holder who retires after the date hereof, or the estate of any such partner or member or retired partner or member, if in each case the transferee agrees in writing to be subject to Section 5 hereof the terms of this Article IX to the same extent as if such transferee were originally a signatory to this Agreement. ; and (cii) in the case of a holder of Notes which is a corporation or a limited liability company, no such opinion of counsel shall be necessary for a transfer by such holder of Notes to an Affiliate, officer, director, member or manager of such entity. Subject to compliance with Section 9.3, such holder shall be entitled to Transfer the Notes in accordance with the terms of the notice delivered to the Company, if the Company does not request such opinion, within three Business Days after delivery of such notice or, if the Company does request such opinion, upon its receipt thereof. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Notes (and each certificate or other instrument evidencing any untransferred balance of such SharesNotes) shall bear the applicable legend set forth in Section 5.1(a) hereof 9.4 unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have Company has waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by acceptance thereof, agrees thatagrees, prior to any Transfer transfer of any SharesRestricted Securities, such holder will to give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 5.28(c). Each such notice shall contain describe the manner and circumstances of the proposed transfer and shall be accompanied by (ia) a statement setting forth the intention written opinion, addressed to the Company, of said holder’s prospective transferee with respect counsel reasonably acceptable to its retention or disposition the Company for the holder of said Shares; and (ii) unless waived by Restricted Securities, as to whether in the Corporation, an opinion of such counsel for said holder as to the necessity or non-necessity for such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws acts and, if not, a description of the exemptions available, and (b) in connection with the case of Restricted Shares, if in the opinion of such Transfer and stating counsel such registration is required, a written request addressed to the factual and statutory basis relied upon Company by counsel. The following provisions shall then apply: (i) If the holder of Restricted Securities, describing in detail the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified and requesting the Company to effect the registration of such Restricted Shares pursuant to the terms and provisions of Section 8(d), 8(e) or 8(f) hereof, as the case may be. If in the statement delivered by said holder to the Corporation. (ii) If opinion of such counsel the proposed Transfer transfer of such Shares Restricted Securities may not be effected without registration under the Securities Act or registration or qualification under any applicable and state securities lawsacts, the registered holder of such Shares Restricted Securities shall not thereupon be entitled to Transfer such Shares pursuant to Section 6 until transfer Restricted Securities in accordance with the requisite registration or qualification is effective. (b) Notwithstanding terms of the provisions of Section 5.2(a), in the case of a Transfer notice delivered by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof it to the same extent as if such transferee were originally a signatory to this Agreement. (c) Company. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer the transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend legends set forth in Section 5.1(a8(b) hereof unless (ia) in the opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable and state securities laws; acts or (iib) the Corporation Company shall have waived the requirement of such legend; or (iii) in legends. Except as provided above, the reasonable holder of Restricted Securities shall not transfer such Restricted Securities until such opinion of counsel has been given to the Corporation, such Transfer shall have been made Company (unless waived by the Company) or until registration of the Restricted Shares involved in connection with an the above-mentioned request has become effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on May 25, 2023 (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.”

Notice of Transfer. (a) The Equity Participant, and any other holder By acceptance of any Shares by acceptance thereofRestricted Securities, the holder thereof agrees that, to give prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such any Transfer and to comply in all other respects with the provisions of this Section 5.23.3. Each such notice shall contain describe the manner and circumstances of the proposed Transfer and shall be accompanied by: (ia) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an written opinion of counsel for said the holder of such Restricted Securities, or, at such holder’s option, a representation letter of such holder, addressed to the Corporation (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), as to whether, in the necessity or non-necessity for case of a written opinion, in the opinion of such counsel, such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws or an exemption thereunder is available, or, in connection with the case of a representation letter, such Transfer and stating the letter sets forth a factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the for concluding that such proposed Transfer transfer involves a transaction requiring registration of Shares may be effected without registration or qualification such Restricted Securities under the Securities Act and any applicable state State securities lawslaws or that an exemption thereunder is available, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding if such registration is required and if the provisions of Section 5.2(a)3.4 hereof are applicable, a written request addressed to the Corporation by the holder of such Restricted Securities, describing in detail the proposed method of disposition and requesting the Corporation to effect the registration of such Restricted Securities pursuant to the terms and provisions of Section 3.4 hereof; provided, however, that (y) in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel or representation letter of the holder shall be necessary; provided, provided that the transferee agrees in writing to be subject to Section 5 Sections 3.1, 3.2, 3.3, 3.9, 3.10, 3.11 and 3.12 hereof to the same extent as if such transferee were originally a signatory to this Agreement. , and (cz) in the case of any holder of Restricted Securities that is a partnership, no such opinion of counsel or representation letter of the holder shall be necessary for a Transfer by such holder to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, (i) such Transfer is made in accordance with the partnership agreement of such partnership, and (ii) the transferee agrees in writing to be subject to the terms of Sections 3.1, 3.2, 3.3, 3.9, 3.10, 3.11 and 3.12 hereof to the same extent as if such transferee were originally a signatory to this Agreement. If in such opinion of counsel or as reasonably concluded from the facts set forth in the representation letter of the holder (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws or “blue sky” laws, then the holder of Restricted Securities shall thereupon be entitled to effect such Transfer in accordance with the terms of the notice delivered by it to the Corporation. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities not Transferred) shall bear the legend set forth in Section 5.1(a) 3.2 hereof unless unless: (ia) in the such opinion of company counsel or as can be concluded from the representation letter of such holder by company counsel (which opinion and counsel or representation letter shall be reasonably acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable and state securities laws; , or (iib) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required on any certificate or (iii) other instrument evidencing the securities issued upon such Transfer in the reasonable opinion of counsel to the Corporation, event such Transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (as amended from time to time or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon . The holder of Restricted Securities shall not effect any Transfer until such Transfer (and each certificate evidencing any untransferred balance opinion of counsel or representation letter of such Sharesholder has been given to and accepted by the Corporation (unless waived by the Corporation) shall bear or until registration of the legend set forth Restricted Securities involved in Section 5.1(b) hereof for so long as this Agreement remains in effectthe above-mentioned request has become effective under the Securities Act. In the event that an opinion of counsel is required by the registrar or transfer agent of the termination Corporation to effect a transfer of this AgreementRestricted Securities in the future, the Corporation shall seek and obtain such opinion from its counsel, and the holder of Shares may request that such Restricted Securities shall provide such reasonable assistance as is requested by the Corporation issue a new certificate not bearing (other than the legend set forth in Section 5.1(bfurnishing of an opinion of counsel) hereofto satisfy the requirements of the registrar or transfer agent to effectuate such transfer.

Notice of Transfer. (a) The Equity Participant, and any other Each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesRestricted Securities (other than a Transfer referenced in clause (i) of Section 10.1 above), such holder will give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.210.3 in making such proposed Transfer. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived the proposed Transfer. Upon request by the CorporationCompany, an opinion the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for said such holder as (which may be one of its internal counsels), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the necessity or non-necessity for Company) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counselAct. The following provisions Such holder shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall thereupon be entitled to Transfer such Shares the Restricted Securities in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder to the Corporation. (ii) If Company, if the proposed Company does not reasonably object to such Transfer and request such opinion, within five days after delivery of such notice or, if the Company does request such opinion, upon its receipt thereof. Each certificate or other instrument evidencing the securities issued upon the Transfer of such Shares may not be effected without registration under the any Restricted Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 10.2 above unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; . (b) Notwithstanding the foregoing provisions of this Section 10.3, the restrictions imposed by this Section 10.3 upon the transferability of any Restricted Securities shall cease and terminate when (i) any such Restricted Securities are sold or (iii) in the reasonable opinion otherwise disposed of counsel pursuant to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to under the Securities Act or as otherwise contemplated by paragraph (a) above in compliance with a manner that does not require that the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Restricted Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall so transferred continue to bear the legend set forth in Section 5.1(b10.2 above or (ii) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Restricted Securities has met the requirements for Transfer of such Restricted Securities under Rule 144(k). Whenever the restrictions imposed by this Section shall terminate, upon the written request that of the Corporation issue holder of any Restricted Securities as to which such restrictions have terminated, as promptly as practicable but in any event within ten (10) Business Days of receipt of such request, the Company shall, without charge, issue, register and deliver a new certificate instrument not bearing the restrictive legend set forth in Section 5.1(b) hereof10.3 above and not containing any other reference to the restrictions imposed by this Section.

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on August 25, 2024 (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.”

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by acceptance thereofthereof ___ agrees, agrees that, ___ prior to any Transfer transfer of any SharesRestricted Securities, such holder will to give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 5.24. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstance of said holder’s prospective transferee with respect to its retention or disposition of said Shares; the proposed transfer and (ii) unless waived shall be accompanied by the Corporationwritten opinion, an opinion addressed to the Company, of counsel for said the holder of Restricted Securities, as to whether in the necessity or non-necessity opinion of such counsel (which opinion shall be reasonably satisfactory to counsel for the Company) such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws Act; provided, however, that no such opinion shall be required in connection with such Transfer and stating a transaction complying with the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer requirements of Shares may be effected without registration or qualification Rule 144, promulgated under the Securities Act and any applicable state securities lawsAct, then or successor Rule thereto ("Rule 144"). If in the registered holder opinion of such Shares shall be entitled to Transfer counsel (if such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If opinion is required hereunder), the proposed Transfer transfer of such Shares Restricted Securities may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities lawsAct, the registered holder of such Shares Restricted Securities shall not thereupon be entitled to Transfer such Shares pursuant to Section 6 until transfer Restricted Securities in accordance with the requisite registration or qualification is effective. (b) Notwithstanding terms of the provisions of Section 5.2(a), in the case of a Transfer notice delivered by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof it to the same extent as if such transferee were originally a signatory to this Agreement. (c) Company. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer the transfer of any Restricted ___ Securities (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend set forth described in Section 5.1(a) 3 hereof unless (ia) in the opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the ___ registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (iib) the Corporation Company shall have waived the requirement of such legend; provided, however, that such legend shall not be required on any certificate or (iii) other instrument evidencing the securities issued upon such transfer in the reasonable opinion of counsel to the Corporation, event such Transfer transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 144. The holder of Restricted Securities shall not transfer such Restricted Securities until such opinion of counsel has been given to the Company (unless waived by the Company or Rule 144A (unless such opinion is not required in accordance with the provisions of this Section 4) or any similar or successor rule) promulgated until registration of the Restricted Securities involved in the above-mentioned request has become effective under the Securities Act. In addition to the above provisions of this Section 4, and in compliance with applicable state securities laws. (d) Each certificate evidencing ___ transfer of the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear Restricted Securities is also subject to the legend set forth restriction contained in Section 5.1(b) hereof for so long as this Agreement remains in effect. In 2.4 to the event of the termination of this Share Purchase Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on May 25, 2024 (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.”

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Shares, by acceptance thereof, agrees thatthereof agrees, prior to any Transfer of any Sharestransfer thereof, such holder will to give written notice to the Corporation of such holder’s 's intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 5.26(c) and the other applicable provisions of this Agreement. Each such notice shall contain describe the manner and circumstances of the proposed transfer and shall be accompanied by (i) the written opinion, addressed to the Corporation, of counsel for the holder of such Shares, as to whether in the opinion of such counsel (which counsel shall be reasonably satisfactory to counsel to the Corporation) such proposed transfer involves a statement setting forth transaction requiring registration of such shares under the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Securities Act, and (ii) unless waived in the case of Registrable Securities, if in the opinion of such counsel such registration is required, a written request addressed to the Corporation by the CorporationHolder of Registrable Securities, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws describing in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If detail the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in and requesting the statement delivered by said holder Corporation to effect the registration of such Registrable Securities pursuant to the Corporation. (ii) If the proposed Transfer terms and conditions of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(aSections 6(d), 6(e) or 6(f), as the case may be; provided, however, that no such opinion shall be required in the case of a Transfer transfer by any Holder of Registrable Securities (A) which is a holder (1) partnership to a member partner of such holder’s Family Holder, or Groupa retired partner of such Holder who retires after the date hereof, no or the estate of any such opinion of counsel shall be necessary; providedpartner or retired partner, that if the transferee agrees in writing to be subject to the terms of this Section 5 hereof 6 to the same extent as if such transferee were originally a signatory to this Agreement. , or (c2) corporation to any Affiliate of such corporation, including without limitation, any officer, director or stockholder of such corporation, or (B) in connection with a transaction complying with the requirements of Rule 144 (as amended from time to time) promulgated under the Securities Act (or successor rule thereto). If in such opinion of counsel the proposed transfer may be effected without registration under the Securities Act, the holder shall thereupon be entitled to transfer the Shares in accordance with the terms of the notice delivered by it to the Corporation, subject to the other requirements of this Agreement. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer the transfer of any Shares (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend set forth in Section 5.1(a6(b) hereof unless (ix) in the such opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (iiy) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required (1) on any certificate or (iii) other instrument evidencing the securities issued upon such transfer in the reasonable opinion of counsel to the Corporation, event such Transfer transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor ruleas amended from time to time) promulgated under the Securities ActAct (or successor rule thereto) or (2) on any certificate or other instrument which is immediately resalable (whether or not such resale is proposed) under Rule 144(k) or successor thereto. The Corporation agrees, upon the request of a Stockholder, to make available to such Stockholder and in compliance with applicable state securities laws. (d) Each certificate evidencing to any prospective transferee of its Shares or Registrable Securities the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that information concerning the Corporation issue a new certificate not bearing described in Rule 144A(d)(4) under the legend set forth in Section 5.1(b) hereofSecurities Act.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Securities, by its acceptance or purchase thereof, agrees thatagrees, prior to any Transfer of any Sharessuch Securities (except pursuant to an effective registration statement), such holder will to give written notice to the Corporation of such holder’s 's intention to effect such Transfer transfer and agrees to comply in all other respects with the provisions of this Section 5.2Article VI. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) the proposed Transfer and, unless waived by the Corporation, an opinion shall be accompanied by the written opinion, addressed to the Corporation, of counsel for said the holder as of such Securities (which counsel shall be reasonably satisfactory to the necessity or non-necessity for registration under Corporation), stating that in the Securities Act and applicable state securities laws in connection with opinion of such Transfer and stating counsel (which opinion shall be reasonably satisfactory to the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (iCorporation) If the such proposed Transfer of Shares may be effected without does not involve a transaction requiring registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration Securities under the Securities Act or registration or qualification under the securities laws of any state of the United States. Subject to complying with the other applicable state securities lawsprovisions hereof, the registered such holder of such Shares Securities shall not be entitled to consummate such Transfer in accordance with the terms of the notice delivered by it to the Corporation if the Corporation does not object (on the basis that such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding transfer violates the provisions of Section 5.2(a), in this Article VI) to such transfer within five days after the case of a Transfer by a holder to a member delivery of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) notice. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer the transfer of any Securities (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend set forth in Section 5.1(a) hereof 6.2 unless (ia) in the such opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable the securities laws of any state securities laws; of the United States or (iib) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on February 25, 2025 (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.”

Notice of Transfer. Subject to compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (ain the form attached hereto as Exhibit B) The Equity Participantand funds sufficient to pay any transfer taxes payable upon the making of such transfer. By acceptance of this Warrant, and any other holder of any Shares by acceptance thereof, the Holder agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation Company before transferring this Warrant or transferring any Warrant Shares of such holderXxxxxx’s intention to effect do so, describing briefly the manner of any proposed transfer. As a condition to such Transfer transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth exemptions relied upon by the intention of said holder’s prospective transferee with respect to its retention Company for the transfer or disposition of said this Warrant or the Warrant Shares; . Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and (ii) unless waived by deliver a new Warrant or Warrants in the Corporationname of the transferee or transferees and in the denominations specified in such instrument of assignment, an opinion of counsel for said holder as and shall issue to the necessity or non-necessity for registration under assignor a new Warrant evidencing the Securities Act portion of this Warrant, if any, not so assigned and applicable state securities laws in connection with such Transfer and stating this Warrant shall promptly be cancelled. For the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer avoidance of Shares may be effected without registration or qualification under the Securities Act doubt, any transferee and any applicable state securities laws, then the registered holder of such Shares subsequent transferee shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement12.84% Exercise Limitation. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other Each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesRestricted Securities (other than a Transfer referenced in clause (i) of Section 7.1 above), such holder will give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.27.3 in making such proposed Transfer. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived the proposed Transfer. Upon the reasonable request by the CorporationCompany, an opinion the holder delivering such notice shall deliver at the expense of the Company a written opinion, addressed to the Company, of counsel for said such holder as (which may be one of its internal counsels), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with Company) such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without does not involve a transaction requiring registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration Restricted Securities under the Securities Act or registration or qualification under any applicable state securities laws, the registered . Such holder of such Shares shall not thereupon be entitled to Transfer the Restricted Securities in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a)Transfer and request such opinion, in the case of a Transfer by a holder to a member within five days after delivery of such holder’s Family or Groupnotice or, no if the Company does request such opinion of counsel shall be necessary; providedopinion, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) upon its receipt thereof. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 7.2 above unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; . (b) Notwithstanding the foregoing provisions of this Section 7.3, the restrictions imposed by this Section 7.3 upon the transferability of any Restricted Securities shall cease and terminate when (i) any such Restricted Securities are sold or (iii) in the reasonable opinion otherwise disposed of counsel pursuant to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to under the Securities Act or as otherwise contemplated by paragraph (a) above in compliance with a manner that does not require that the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Restricted Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall so transferred continue to bear the legend set forth in Section 5.1(b7.2 above or (ii) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Restricted Securities has met the requirements for Transfer of such Restricted Securities under Rule 144(k). Whenever the restrictions imposed by this Section shall terminate, upon the written request that of the Corporation issue holder of any Restricted Securities as to which such restrictions have terminated, as promptly as practicable but in any event within ten (10) Business Days of receipt of such request, the Company shall, without charge, issue, register and deliver a new certificate instrument not bearing the restrictive legend set forth in Section 5.1(b) hereof7.2 above and not containing any other reference to the restrictions imposed by this Section.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by acceptance thereof, agrees thatagrees, prior to any Transfer transfer of any SharesRestricted Securities, such holder will to give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 5.27.04. Each such notice shall contain describe the manner and circumstances of the proposed transfer and, except in the case of a transfer of Restricted Securities to ITC pursuant to the provisions of Section 6.04(e) hereof, shall be accompanied by (ia) a statement setting forth the intention written opinion, addressed to the Company, of said holder’s prospective transferee with respect counsel reasonably acceptable to its retention or disposition the Company for the holder of said Shares; and (ii) unless waived by Restricted Securities, as to whether in the Corporation, an opinion of such counsel for said holder as to the necessity or non-necessity for such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws acts and, if not, a description of the exemptions available, and (b) in connection with the case of Restricted Shares, if in the opinion of such Transfer and stating counsel such registration is required, a written request addressed to the factual and statutory basis relied upon Company by counsel. The following provisions shall then apply: (i) If the holder of Restricted Securities, describing in detail the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified and requesting the Company to effect the registration of such Restricted Shares pursuant to the terms and provisions of Sections 7.05, 7.06 or 7.07 hereof, as the case may be. If in the statement delivered by said holder to the Corporation. (ii) If opinion of such counsel the proposed Transfer transfer of such Shares Restricted Securities may not be effected without registration under the Securities Act or registration or qualification under any applicable and state securities lawsacts, the registered holder of such Shares Restricted Securities shall not thereupon be entitled to Transfer such Shares pursuant to Section 6 until transfer Restricted Securities in accordance with the requisite registration or qualification is effective. (b) Notwithstanding terms of the provisions of Section 5.2(a), in the case of a Transfer notice delivered by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof it to the same extent as if such transferee were originally a signatory to this Agreement. (c) Company. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer the transfer of any Restricted Securities (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.other instrument evidencing

Notice of Transfer. (a) The Equity ParticipantSubject to the restrictions set forth in Section 4(a), every request made to transfer this Warrant must be in writing and accompanied by an instrument of assignment substantially in the form attached hereto as Axxxx X, duly executed by the Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or the Holder’s survivor, as applicable, and setting forth in reasonable detail the circumstances relating to the transfer accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and funds sufficient to pay any other holder transfer taxes payable upon the making of any Shares by acceptance thereofsuch transfer. Upon receipt of such written notice and, agrees that, prior to any Transfer of any Sharesif required, such holder will give written notice payment, the Warrant Agent shall, subject to Company’s reasonable determination that the Corporation of such holder’s intention to effect such Transfer transfer instrument is in proper form and to comply in all other respects the transfer otherwise complies with the provisions other terms and conditions of this Section 5.2. Each such notice shall contain Warrant (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding including the provisions of Section 5.2(a4(a)), register the transfer of the Warrant in the case Warrant Register, the Warrant Agent shall notify the Company of the same and the Company shall execute and deliver a Transfer new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company or its designated agent within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company or its designated agent assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder to for the purchase of Warrant Shares without having a member of such holder’s Family or Group, no such opinion of counsel new Warrant issued. All duly transferred Warrants registered in the Warrant Register shall be necessary; provided, that the valid obligations of the Company and shall entitle the transferee agrees in writing to be subject to Section 5 hereof to the same extent benefits and rights under this Warrant as if such transferee were originally those held immediately prior to the transfer by the transferor. No transfer of a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (Warrant shall be valid unless and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) until registered in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities lawsWarrant Register. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. Subject to compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (ain the form attached hereto as Exhibit B) The Equity Participantand funds sufficient to pay any transfer taxes payable upon the making of such transfer. By acceptance of this Warrant, and any other holder of any Shares by acceptance thereof, the Holder agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation Company before transferring this Warrant or transferring any Warrant Shares of such holderXxxxxx’s intention to effect do so, describing briefly the manner of any proposed transfer. As a condition to such Transfer transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth exemptions relied upon by the intention of said holder’s prospective transferee with respect to its retention Company for the transfer or disposition of said this Warrant or the Warrant Shares; . Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and (ii) unless waived by deliver a new Warrant or Warrants in the Corporationname of the transferee or transferees and in the denominations specified in such instrument of assignment, an opinion of counsel for said holder as and shall issue to the necessity or non-necessity for registration under assignor a new Warrant evidencing the Securities Act portion of this Warrant, if any, not so assigned and applicable state securities laws in connection with such Transfer and stating this Warrant shall promptly be cancelled. For the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer avoidance of Shares may be effected without registration or qualification under the Securities Act doubt, any transferee and any applicable state securities laws, then the registered holder of such Shares subsequent transferee shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this AgreementChange of Control Limitation and the 12.84% Exercise Limitation. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder By acceptance of any Shares by acceptance thereofRestricted Securities, the holder thereof agrees that, to give prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such any Transfer and to comply in all other respects with the provisions of this Section 5.23(c). Each such notice shall contain describe the manner and circumstances of the proposed Transfer and shall be accompanied by (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an written opinion of counsel for said the holder of such Restricted Securities, or, at such holder’s option, a representation letter of such holder, addressed to the Corporation (which opinion of counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), as to whether, in the necessity or non-necessity for case of a written opinion, in the opinion of such counsel, such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws or an exemption thereunder is available, or, in connection with the case of a representation letter, such Transfer and stating the letter sets forth a factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the for concluding that such proposed Transfer transfer involves a transaction requiring registration of Shares may be effected without registration or qualification such Restricted Securities under the Securities Act and any applicable state State securities lawslaws or that an exemption thereunder is available, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. or (ii) If the proposed Transfer of if such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding required and if the provisions of Section 5.2(a)3(d) hereof are applicable, a written request addressed to the Corporation by the holder of such Restricted Securities, describing in detail the proposed method of disposition and requesting the Corporation to effect the registration of such Restricted Securities pursuant to the terms and provisions of Section 3(d) hereof; provided, however, that (x) in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel or representation letter of the holder shall be necessary; provided, provided that the transferee agrees in writing to be subject to Section 5 Sections 3(a), (b), (c), (i), (j), (k) and (l) hereof to the same extent as if such transferee were originally a signatory hereto, and (y) in the case of any holder of Restricted Securities that is a partnership, no such opinion of counsel or representation letter of the holder shall be necessary for a Transfer by such holder to this Agreement. a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, (1) such Transfer is made in accordance with the partnership agreement of such partnership and (2) the transferee agrees in writing to be subject to the terms of Sections 3(a), (b), (c), (i), (j), (k) and (l) hereof to the same extent as if such transferee were originally a signatory hereto. If in such opinion of counsel or as reasonably concluded from the facts set forth in the representation letter of the holder (which opinion of counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws or “blue sky” laws, then the holder of Restricted Securities shall thereupon be entitled to effect such Transfer in accordance with the terms of the notice delivered by it to the Corporation. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities not Transferred) shall bear the legend set forth in Section 5.1(a3(b) hereof unless (i) in the such opinion of company counsel or as can be concluded from the representation letter of such holder by company counsel (which opinion and counsel or representation letter shall be reasonably acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable and state securities laws; laws or (ii) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required on any certificate or (iii) other instrument evidencing the securities issued upon such Transfer in the reasonable opinion of counsel to the Corporation, event such Transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (as amended from time to time, or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon . The holder of Restricted Securities shall not effect any Transfer until such Transfer (and each certificate evidencing any untransferred balance opinion of counsel or representation letter of such Sharesholder has been given to and accepted by the Corporation (unless waived by the Corporation) shall bear or until registration of the legend set forth Restricted Securities involved in Section 5.1(b) hereof for so long as this Agreement remains in effectthe above-mentioned request has become effective under the Securities Act. In the event that an opinion of counsel is required by the registrar or transfer agent of the termination Corporation to effect a transfer of this AgreementRestricted Securities in the future, the Corporation shall seek and obtain such opinion from its counsel, and the holder of Shares may request that such Restricted Securities shall provide such reasonable assistance as is requested by the Corporation issue a new certificate not bearing (other than the legend set forth in Section 5.1(bfurnishing of an opinion of counsel) hereofto satisfy the requirements of the registrar or transfer agent to effectuate such transfer.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares by acceptance thereof, agrees thatPurchaser agrees, prior to any Transfer ------------------ of any Preferred Shares, such holder will Warrants, Reserved Preferred Shares issuable upon exercise of Warrants or Reserved Common Shares issuable upon conversion of Preferred Shares and Warrants to give written notice to the Corporation of such holder’s the Purchaser's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.28. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect the proposed Transfer and shall be accompanied by the written opinion, addressed to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said the holder as of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the necessity Corporation), such proposed Transfer does not involve any transaction requiring registration or non-necessity for registration qualification of such shares under the Securities Act and applicable or the securities or "blue-sky" laws of any relevant state securities laws in connection with of the United States; provided, however, that no such opinion of counsel -------- ------- shall be necessary for a Transfer and stating the factual and statutory basis relied upon by counselpursuant to Rule 144. The following provisions Purchaser shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall thereupon be entitled to Transfer such Shares shares in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder it to the Corporation. (ii) If . Each certificate or other instrument evidencing the proposed securities issued upon the Transfer of any such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer shares (and each certificate or other instrument evidencing any untransferred balance of such Sharesshares) shall bear the legend set forth in Section 5.1(a) hereof 8 unless (ia) in the such opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or and applicable state securities laws; or "blue-sky" laws or (iib) the Corporation shall have waived the requirement of such legendlegends; provided, however, that such legend shall not be required on any -------- ------- certificate or (iii) other instrument evidencing the securities issued upon such Transfer in the reasonable opinion of counsel to the Corporation, event such Transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 144. The Purchaser shall not Transfer any Preferred Shares, Warrants, Reserved Preferred Shares issuable upon exercise of Warrants or Rule 144A Reserved Common Preferred Shares issuable upon conversion or exercise of Preferred Shares and Warrants until such opinion of counsel has been given (unless waived by the Corporation or any similar or successor rule) promulgated under unless such opinion is not required in accordance with the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination provisions of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof8).

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by his, her or its acceptance or purchase thereof, agrees thatagrees, prior to any Transfer of any Sharessuch Restricted Securities (except pursuant to an effective Registration Statement or pursuant to Article II), such holder will to give written notice to the Corporation Company of such holder’s intention to effect such Transfer and agrees to comply in all other respects with the provisions of this Section 5.2Article VI. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect the proposed Transfer and, unless such Transfer is to its retention be made pursuant to Rule 144 or disposition of said Shares; and (ii) unless waived by the CorporationCompany, an opinion shall be accompanied by the written opinion, addressed to the Company, of counsel for said the holder as of such Restricted Securities (which counsel shall be reasonably satisfactory to the necessity or non-necessity for Company), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and Act. Subject to complying with the other applicable state securities laws in connection with provisions hereof (including Article II), such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares Restricted Securities shall be entitled to consummate such Transfer such Shares in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder him, her or it to the Corporation. Company if the Company does not reasonably object (ii) If on the proposed basis that such Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding violates the provisions of Section 5.2(a), in this Article VI) to such Transfer within five (5) days after the case of a Transfer by a holder to a member delivery of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) notice. Each certificate or other instrument evidencing the Shares Restricted Securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 6.2 unless (i) in the such opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares by acceptance thereof, agrees thatundersigned agrees, prior to any Transfer of any SharesRestricted Securities, such holder will to give written notice to SOCO of the Corporation of such holder’s undersigned's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.24. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; the proposed Transfer and (ii) unless waived shall be accompanied by the Corporationwritten opinion, an opinion addressed to the Company, of counsel for said the holder as of Restricted Securities (which opinion and counsel shall be reasonably satisfactory to the necessity or non-necessity for Company) to the effect that such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws Act; provided, however, that no such opinion shall be required in connection with a Transfer pursuant to Rule 144 promulgated under the Act provided, that the Company be provided with customary written representations relating to such Transfer and stating transaction. If in the factual and statutory basis relied upon by counsel. The following provisions shall then apply: opinion of such counsel (iif such opinion is required hereunder) If the proposed Transfer of Shares Restricted Securities may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities lawsAct, the registered holder of such Shares Restricted Securities shall not thereupon be entitled to Transfer such Shares pursuant to Section 6 until transfer Restricted Securities in accordance with the requisite registration or qualification is effective. (b) Notwithstanding terms of the provisions of Section 5.2(a), in the case of a Transfer notice delivered by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof it to the same extent as if such transferee were originally a signatory to this Agreement. (c) Company. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend legends set forth in Section 5.1(a) 3 hereof unless (ia) in the opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; Act, (iib) the Corporation Company shall have waived the requirement of such legend; legends or (iiic) in the reasonable opinion of counsel to the Corporation, such Transfer there shall have been made in connection with be an effective registration statement filed pursuant relating to such Restricted Securities; provided, however, that such legend shall not be required on (x) any certificate or other instrument evidencing the Securities Act or securities issued upon such Transfer in the event such Transfer shall be made in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor ruleas amended from time to time) promulgated under the Act (or successor rule thereto) or (y) on any certificate or other instrument which is immediately resalable (whether or not such resale is proposed) under Rule 144(k) or successor rule thereto. The holder of Restricted Securities Act, and shall not transfer such Restricted Securities until such opinion of counsel has been given (unless waived by the Company or unless such opinion is not required in compliance accordance with applicable state securities laws. (dthe provisions of this Section 4) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event or until registration of the termination of this Agreement, Restricted Securities (to the holder of Shares may extent such securities are Restricted Securities) involved in the above-mentioned request that has become effective under the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereofAct.

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on November 25, 2023 (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.”

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by its acceptance or purchase thereof, agrees thatagrees, prior to any Transfer of any Sharessuch Restricted Securities (except pursuant to an effective registration statement), such holder will to give written notice to the Corporation of such holder’s intention to effect such Transfer and agrees to comply in all other respects with the provisions of this Section 5.219. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) the proposed Transfer and, unless waived by the Corporation, an opinion shall be accompanied by the written opinion, addressed to the Corporation, of counsel for said the holder as of such Restricted Securities (which counsel shall be reasonably satisfactory to the necessity or non-necessity for registration under Corporation), stating that in the Securities Act and applicable state securities laws in connection with opinion of such Transfer and stating counsel (which opinion shall be reasonably satisfactory to the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (iCorporation) If the such proposed Transfer of Shares may be effected without does not involve a transaction requiring registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration Restricted Securities under the Securities Act or registration or qualification under the securities laws of any state of the United States. Subject to complying with the other applicable state securities lawsprovisions hereof, the registered such holder of such Shares Restricted Securities shall not be entitled to consummate such Transfer in accordance with the terms of the notice delivered by it to the Corporation if the Corporation does not object (on the basis that such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding Transfer violates the provisions of this Section 5.2(a), in 19) to such Transfer within five days after the case of a Transfer by a holder to a member delivery of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) notice. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such SharesSecurities) shall bear the legend set forth in Section 5.1(a19(b) hereof unless (i) in the such opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable the securities laws of any state securities laws; of the United States or (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other Each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesRestricted Securities, give five Business Days prior written notice (or, if such five Business Day notice period is not reasonably practicable, such holder will give written notice as is reasonably practicable), to the Corporation Company of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.26.3 in making such proposed Transfer. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived the proposed Transfer. Upon request by the CorporationCompany, an opinion the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for said such holder as (which may be one of its internal counsels), stating that in the opinion of such counsel (which opinion must be reasonably satisfactory to the necessity or non-necessity for Company) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counselAct. The following provisions Such holder shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall thereupon be entitled to Transfer such Shares the Restricted Securities in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder to the Corporation. (ii) If Company, if the proposed Company does not reasonably object to such Transfer and request such opinion, within five days after delivery of such notice or, if the Company does request such opinion, upon its receipt thereof. Each certificate or other instrument evidencing the securities issued upon the Transfer of such Shares may not be effected without registration under the any Restricted Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 6.2 above unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; . (b) Notwithstanding the foregoing provisions of this Section 6.3, the restrictions imposed by Section 6.3(a) upon the transferability of any Restricted Securities shall cease and terminate when (i) such Restricted Securities are sold or (iii) in the reasonable opinion otherwise disposed of counsel pursuant to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to under the Securities Act or as otherwise contemplated by paragraph (a) above in compliance with a manner that does not require that the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Restricted Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall so transferred continue to bear the legend set forth in Section 5.1(b6.2 above or (ii) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Restricted Securities has met the requirements for Transfer of such Restricted Securities under Rule 144(k). Whenever the restrictions imposed by this Section shall terminate, upon the written request that of the Corporation issue holder of any Restricted Securities as to which such restrictions have terminated, as promptly as practicable but in any event within ten Business Days of receipt of such request, the Company shall, without charge, issue, register and deliver a new certificate instrument not bearing the restrictive legend set forth in Section 5.1(b) hereof.6.2 above and not containing any other reference to the restrictions imposed by this Section. 24

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on May 25, 2025 (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.”

Notice of Transfer. (a) The Equity ParticipantAs used herein, “Restricted Securities” means (a) Purchased Shares, (b) shares of Common Stock issuable upon conversion of the Purchased Shares in accordance with the Certificate of Incorporation, (c) Purchased Warrants, and any other (d) shares of Common Stock issuable upon exercise of the Purchased Warrants in accordance with the terms thereof. The holder of any Shares Restricted Securities, by acceptance thereof, agrees thatagrees, prior to any Transfer transfer of any Sharessuch Restricted Securities, such holder will to give written notice to the Corporation Company of such holder’s intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 5.28.2. Each such notice shall contain describe the manner and circumstances of the proposed transfer and shall be accompanied, if reasonably requested by the Company, by the written opinion, addressed to the Company, of counsel for the holder of such Restricted Securities, as to whether in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company and which counsel may be the in-house counsel of such holder) such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act; provided, however, that (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by holder of Restricted Securities which is a holder to partnership or a member of such holder’s Family or Grouplimited liability company, no such opinion of counsel shall be necessary; providednecessary for a transfer by such holder of Restricted Securities to a partner or member of such holder of Restricted Securities, that or a retired partner or member of such holder who retires after the date hereof, or the estate of any such partner or member or retired partner or member, if in each case the transferee agrees in writing to be subject to the terms of this Section 5 hereof 8 to the same extent as if such transferee were originally a signatory to this Agreement. , (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (iii) in the case of a holder of Restricted Securities which is a corporation or a limited liability company, no such opinion of counsel (acceptable shall be necessary for a transfer by such holder of Restricted Securities to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act an affiliate, officer, director, member or applicable state securities laws; (ii) the Corporation shall have waived the requirement manager of such legend; or entity, and (iii) in the reasonable no such opinion of counsel to the Corporation, such Transfer shall have been made be required in connection with an effective registration statement filed a transfer pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act144, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreementprovided, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereofCompany, if reasonably requested by it, shall be provided with customary written representations relating to such transaction.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by its acceptance or purchase thereof, agrees thatagrees, prior to any Transfer of any Sharessuch Restricted Securities (except pursuant to an effective registration statement), such holder will to give written notice to the Corporation of such holder’s 's intention to effect such Transfer and agrees to comply in all other respects with the provisions of this Section 5.219. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) the proposed Transfer and, unless waived by the Corporation, an opinion shall be accompanied by the written opinion, addressed to the Corporation, of counsel for said the holder as of such Restricted Securities (which counsel shall be reasonably satisfactory to the necessity or non-necessity for registration under Corporation), stating that in the Securities Act and applicable state securities laws in connection with opinion of such Transfer and stating counsel (which opinion shall be reasonably satisfactory to the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (iCorporation) If the such proposed Transfer of Shares may be effected without does not involve a transaction requiring registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration Restricted Securities under the Securities Act or registration or qualification under the securities laws of any state of the United States. Subject to complying with the other applicable state securities lawsprovisions hereof, the registered such holder of such Shares Restricted Securities shall not be entitled to consummate such Transfer in accordance with the terms of the notice delivered by it to the Corporation if the Corporation does not object (on the basis that such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding Transfer violates the provisions of this Section 5.2(a), in 19) to such Transfer within five days after the case of a Transfer by a holder to a member delivery of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) notice. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such SharesSecurities) shall bear the legend set forth in Section 5.1(a19(b) hereof unless (i) in the such opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable the securities laws of any state securities laws; of the United States or (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other Each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesRestricted Securities, give 5 Business Days prior written notice (or, if such 5 Business Day notice period is not reasonably practicable, such holder will give written notice as is reasonably practicable), to the Corporation Company of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.210.3 in making such proposed Transfer. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived the proposed Transfer. Upon request by the CorporationCompany, an opinion the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for said such holder as (which may be one of its internal counsels), stating that in the opinion of such counsel (which opinion must be reasonably satisfactory to the necessity or non-necessity for Company) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counselAct. The following provisions Such holder shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall thereupon be entitled to Transfer such Shares the Restricted Securities in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder to the Corporation. (ii) If Company, if the proposed Company does not reasonably object to such Transfer and request such opinion, within five days after delivery of such notice or, if the Company does request such opinion, upon its receipt thereof. Each certificate or other instrument evidencing the securities issued upon the Transfer of such Shares may not be effected without registration under the any Restricted Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 10.2 above unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; . (b) Notwithstanding the foregoing provisions of this Section 10.3, the restrictions imposed by Section 10.3(a) upon the transferability of any Restricted Securities shall cease and terminate when (i) such Restricted Securities are sold or (iii) in the reasonable opinion otherwise disposed of counsel pursuant to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to under the Securities Act or as otherwise contemplated by paragraph (a) above in compliance with a manner that does not require that the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Restricted Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall so transferred continue to bear the legend set forth in Section 5.1(b10.2 above or (ii) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Restricted Securities has met the requirements for Transfer of such Restricted Securities under Rule 144(k). Whenever the restrictions imposed by this Section shall terminate, upon the written request that of the Corporation issue holder of any Restricted Securities as to which such restrictions have terminated, as promptly as practicable but in any event within ten (10) Business Days of receipt of such request, the Company shall, without charge, issue, register and deliver a new certificate instrument not bearing the restrictive legend set forth in Section 5.1(b) hereof10.3 above and not containing any other reference to the restrictions imposed by this Section.

Notice of Transfer. No Stockholder (aa “Selling Stockholder”) The Equity Participant, and any other holder of than an Excluded Investor may Transfer any Shares by acceptance thereof, agrees that, prior other than as set forth in Section 5.1 hereof or in connection with a Sale of the Company (including pursuant to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain 6.1 hereof) unless (i) such Selling Stockholder shall have received a statement setting forth bona-fide arm’s length offer (an “Offer”) to purchase such Shares from a third party who has agreed to become party to this Agreement and to be bound by all the intention of said holder’s prospective transferee with respect terms and conditions hereof and who the Selling Stockholder reasonably believes has the financial capacity to its retention or disposition of said Shares; and fund such purchase, (ii) unless waived by such Selling Stockholder gives written notice (the Corporation, an opinion “Notice”) to each of counsel for said holder as the Investors and the Company at least thirty (30) days prior to the necessity or non-necessity for registration under the Securities Act closing of such proposed Transfer as described below, and applicable state securities laws in connection (iii) such Selling Stockholder otherwise complies with such Transfer and stating the factual and statutory basis relied upon by counselthis Article IV. The following provisions Notice shall then apply: (i) If describe in reasonable detail the proposed Transfer transfer including, without limitation, the number and class or series of Shares may to be effected without registration or qualification under transferred (the Securities Act and any applicable state securities laws“Offered Shares”), then the registered holder nature of such Shares shall Transfer, the consideration to be entitled to Transfer such Shares in accordance with Section 5 hereof paid, and the intended method name and address of disposition specified in each prospective purchaser or transferee. For the statement delivered avoidance of doubt, Transfers of Shares by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares Excluded Investor shall not be entitled subject to Transfer such Shares pursuant to Section 6 until the requisite registration Company Refusal Right or qualification is effective. (b) Notwithstanding the provisions Right of Section 5.2(a)First Refusal or Co-Sale Right of any other Investor, and the term “Selling Stockholder” as used in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel this Article IV shall be necessaryexclude any Excluded Investor; provided, that (A) any Excluded Investor Transferring Shares shall inform the Company and the Investors of such Transfer prior to effecting it, and (B) the transferee agrees in writing shall furnish the Company with a written agreement, reasonably satisfactory to the Company, to be subject to Section 5 hereof to the same extent bound by and comply with all provisions of this Agreement as if such transferee were originally a signatory to this Agreementan Excluded Investor. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by acceptance thereofthereof agrees, agrees that, that prior to any Transfer transfer of any SharesRestricted Securities, such holder will give written notice 4 EXECUTION A to the Corporation Company of such holder’s 's intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 5.22. Each such notice shall contain describe the manner and circumstances of the proposed transfer and shall be accompanied by (ia) a statement setting forth the intention of said holder’s prospective transferee with respect written opinion, addressed to its retention or disposition of said Shares; and (ii) unless waived by the CorporationCompany, an opinion of counsel for said the holder of Restricted Securities (which counsel shall be reasonably satisfactory to the Company), as to whether in the necessity or non-necessity for opinion of such counsel (which opinion shall be reasonably satisfactory to counsel to the Company) such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act Act, and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member Registrable Common Stock, if in the opinion of such holder’s Family counsel such registration is required, a written request addressed to the Company by the holder of such Registrable Common Stock or GroupRestricted Securities convertible or exercisable into Registrable Common Stock, describing in detail the proposed method of disposition and requesting the Company to effect the registration of the offering of such Registrable Common Stock pursuant to the terms and provisions of Sections 3 or 4 hereof, as the case may be; provided, however, that in the case of any holder of Restricted Securities which is a partnership or corporation, no such opinion of counsel shall be necessary; providednecessary for a transfer by such holder to a partner of such holder, that or a retired partner of such holder who retires after the date hereof, or the estate of any such partner or retired partner, or by such corporation to another corporation controlling, controlled by, or under common control with, such corporation, or in the case of any individual holder, upon his death for a transfer to any of his beneficiaries or estate, if the transferee agrees in writing to be subject to the terms of this Section 5 hereof 2 to the same extent as if such transferee were originally a signatory to this Agreement. ; provided further, however, that no such opinion shall be required in connection with a transaction complying with the requirements of Rule 144 (cas amended from time to time) promulgated under the Securities Act (or successor Rule thereto), subject to confirmation by counsel to the Company that such transaction complies with the requirements of Rule 144. If in the opinion of such counsel (if such opinion is required hereunder) the proposed transfer of Restricted Securities may be effected without registration under the Securities Act, the holder of Restricted Securities shall thereupon be entitled to transfer Restricted Securities in accordance with the terms of the notice delivered by it to the Company. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer the transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend set forth in Section 5.1(a2 (b) hereof unless (ia) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the Company registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (iib) the Corporation Company shall have waived the requirement of such legend; provided, however, that such legend shall not be required (i) on any certificate or (iii) other instrument evidencing the securities issued upon such transfer in the reasonable opinion of counsel to the Corporation, event such Transfer transfer shall have been be made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor ruleas amended from time to time) promulgated under the Securities ActAct (or successor Rule thereto) or (ii) on any certificate or other instrument which is immediately resaleable under Rule 144(k) (or any successor rule thereto). The holder of Restricted Securities shall not transfer such Restricted Securities until such opinion of counsel has been given to the Company, and unless waived by the Company or unless such opinion is not required in compliance accordance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance provisions of such Shares) shall bear the legend set forth in this Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event or until registration of sale of the termination of this Agreement, Registrable Common Stock involved in the holder of Shares may above-mentioned request that has become effective under the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.Securities Act. 5 EXECUTION A

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares by acceptance thereof, agrees thatundersigned agrees, prior to any Transfer of any SharesRestricted Securities, such holder will to give written notice to SOCO of the Corporation of such holder’s undersigned's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.24. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; the proposed Transfer and (ii) unless waived shall be accompanied by the Corporationwritten opinion, an opinion addressed to the Company, of counsel for said the holder as of Restricted Securities (which opinion and counsel shall be reasonably satisfactory to the necessity or non-necessity for Company) to the effect that such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws Act; provided, however, that no such opinion shall be required in connection with a Transfer pursuant to Rule 144 promulgated under the Act provided, that the Company be provided with customary written representations relating to such Transfer and stating transaction. If in the factual and statutory basis relied upon by counsel. The following provisions shall then apply: opinion of such counsel (iif such opinion is required hereunder) If the proposed Transfer of Shares Restricted Securities may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities lawsAct, the registered holder of such Shares Restricted Securities shall not thereupon be entitled to Transfer such Shares pursuant to Section 6 until transfer Restricted Securities in accordance with the requisite registration or qualification is effective. (b) Notwithstanding terms of the provisions of Section 5.2(a), in the case of a Transfer notice delivered by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof it to the same extent as if such transferee were originally a signatory to this Agreement. (c) Company. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend legends set forth in Section 5.1(a) 3 hereof unless (ia) in the opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; Act, (iib) the Corporation Company shall have waived the requirement of such legend; legends or (iiic) in the reasonable opinion of counsel to the Corporation, such Transfer there shall have been made in connection with be an effective registration statement filed pursuant relating to such Restricted Securities; provided, however, that such legend shall not be required on (x) any certificate or other instrument evidencing the Securities Act or securities issued upon such Transfer in the event such Transfer shall be made in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor ruleas amended from time to time) promulgated under the Act (or successor rule thereto) or (y) on any certificate or other instrument which is immediately resalable (whether or not such resale is proposed) under Rule 144(k) or successor rule thereto. The holder of Restricted Securities Act, and shall not transfer such Restricted Securities until such opinion of counsel has been given (unless waived by the Company or unless such opinion is not required in compliance accordance with applicable state securities laws. (dthe provisions of this Section 4) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event or until registration of the termination of this Agreement, Restricted Securities (to the holder of Shares may extent such securities are Restricted Securities) involved in the above- mentioned request that has become effective under the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereofAct.

Notice of Transfer. (a) The Equity Participant, and any other Each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesRestricted Securities (other than a Transfer referenced in clause (i) of Section 10.1 above), such holder will give written notice to the Corporation Frontline of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.210.3 in making such proposed Transfer. Each such notice shall contain (i) describe the manner and circumstances of the proposed Transfer. Upon request by Frontline, the holder delivering such notice shall deliver a statement setting forth the intention of said holder’s prospective transferee with respect written opinion, addressed to its retention or disposition of said Shares; and (ii) unless waived by the CorporationFrontline, an opinion of counsel for said such holder as (which may be one of its internal counsels), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the necessity or non-necessity for Frontline) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel1933 Act. The following provisions Such holder shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall thereupon be entitled to Transfer such Shares the Restricted Securities in accordance with Section 5 hereof the terms of the notice delivered to Frontline, if Frontline does not reasonably object to such Transfer and request such opinion, within five days after delivery of such notice or, if Frontline does request such opinion, upon its receipt thereof. Each certificate or other instrument evidencing the intended method of disposition specified in securities issued upon the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the any Restricted Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 10.2 above unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities 1933 Act or applicable state securities laws; (ii) the Corporation Frontline shall have waived the requirement of such legend; . (b) Notwithstanding the foregoing provisions of this Section 10.3, the restrictions imposed by this Section 10.3 upon the transferability of any Restricted Securities shall cease and terminate when (i) any such Restricted Securities are sold or (iii) in the reasonable opinion otherwise disposed of counsel pursuant to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to under the Securities 1933 Act or as otherwise contemplated by paragraph (a) above in compliance with a manner that does not require that the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Restricted Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall so transferred continue to bear the legend set forth in Section 5.1(b10.2 above or (ii) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Restricted Securities has met the requirements for Transfer of such Restricted Securities under Rule 144(k). Whenever the restrictions imposed by this Section shall terminate, upon the written request that of the Corporation issue holder of any Restricted Securities as to which such restrictions have terminated, as promptly as practicable but in any event within ten (10) Business Days of receipt of such request, Frontline shall, without charge, issue, register and deliver a new certificate instrument not bearing the restrictive legend set forth in Section 5.1(b) hereof10.2 above and not containing any other reference to the restrictions imposed by this Section.

Notice of Transfer. (a) The Equity ParticipantSubject to the restrictions set forth in Section 4(a), every request made to transfer this Warrant must be in writing and accompanied by an instrument of assignment substantially in the form attached hereto as Xxxxx X, duly executed by the Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or the Holder’s survivor, as applicable, and setting forth in reasonable detail the circumstances relating to the transfer accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and funds sufficient to pay any other holder transfer taxes payable upon the making of any Shares by acceptance thereofsuch transfer. Upon receipt of such written notice and, agrees that, prior to any Transfer of any Sharesif required, such holder will give written notice payment, the Company shall, subject to Company’s reasonable determination that the Corporation of such holder’s intention to effect such Transfer transfer instrument is in proper form and to comply in all other respects the transfer otherwise complies with the provisions other terms and conditions of this Section 5.2. Each such notice shall contain Warrant (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding including the provisions of Section 5.2(a4(a)), register the transfer of the Warrant in the case Warrant Register and the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a Transfer new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company or its designated agent within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company or its designated agent assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder to for the purchase of Warrant Shares without having a member of such holder’s Family or Group, no such opinion of counsel new Warrant issued. All duly transferred Warrants registered in the Warrant Register shall be necessary; provided, that the valid obligations of the Company and shall entitle the transferee agrees in writing to be subject to Section 5 hereof to the same extent benefits and rights under this Warrant as if such transferee were originally those held immediately prior to the transfer by the transferor. No transfer of a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (Warrant shall be valid unless and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) until registered in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities lawsWarrant Register. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. Subject to compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (ain the form attached hereto as Exhibit B) The Equity Participantand funds sufficient to pay any transfer taxes payable upon the making of such transfer. By acceptance of this Warrant, and any other holder of any Shares by acceptance thereof, the Holder agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation Company before transferring this Warrant or transferring any Warrant Shares of such holderXxxxxx’s intention to effect do so, describing briefly the manner of any proposed transfer. As a condition to such Transfer transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth exemptions relied upon by the intention of said holder’s prospective transferee with respect to its retention Company for the transfer or disposition of said this Warrant or the Warrant Shares; . Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and (ii) unless waived by deliver a new Warrant or Warrants in the Corporationname of the transferee or transferees and in the denominations specified in such instrument of assignment, an opinion of counsel for said holder as and shall issue to the necessity or non-necessity for registration under assignor a new Warrant evidencing the Securities Act portion of this Warrant, if any, not so assigned and applicable state securities laws in connection with such Transfer and stating this Warrant shall promptly be cancelled. For the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer avoidance of Shares may be effected without registration or qualification under the Securities Act doubt, any transferee and any applicable state securities laws, then the registered holder of such Shares subsequent transferee shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to the 4.61% Exercise Limitation and the Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement382 Exercise Limitation. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity ParticipantSubject to the restrictions set forth in Section 4(a), every request made to transfer this Warrant must be in writing and accompanied by an instrument of assignment substantially in the form attached hereto as Annex B, duly executed by the Holder thereof, the Holder’s attorney duly authorized in writing or the Holder’s personal representative, as applicable, and setting forth in reasonable detail the circumstances relating to the transfer accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and funds sufficient to pay any other holder transfer taxes payable upon the making of any Shares by acceptance thereofsuch transfer. Upon receipt of such written notice and, agrees that, prior to any Transfer of any Sharesif required, such holder will give written notice payment, the Company shall, subject to Company’s reasonable determination that the Corporation of such holder’s intention to effect such Transfer transfer instrument is in proper form and to comply in all other respects the transfer otherwise complies with the provisions other terms and conditions of this Section 5.2. Each such notice shall contain Warrant (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding including the provisions of Section 5.2(a4(a)), register the transfer of the Warrant in the case Warrant Register and the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a Transfer new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company or its designated agent within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company or its designated agent assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder to for the purchase of Warrant Shares without having a member of such holder’s Family or Group, no such opinion of counsel new Warrant issued. All duly transferred Warrants registered in the Warrant Register shall be necessary; provided, that the valid obligations of the Company and shall entitle the transferee agrees in writing to be subject to Section 5 hereof to the same extent benefits and rights under this Warrant as if such transferee were originally those held immediately prior to the transfer by the transferor. No transfer of a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (Warrant shall be valid unless and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) until registered in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities lawsWarrant Register. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on the date that is three months thereafter (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. For a period beginning on the Deposit Payment Date and ending on August 25, 2023 (a) The Equity Participantboth inclusive, and the “ROFR Period”), the Seller shall not Transfer any other holder of any Common Shares by acceptance thereof, agrees that, prior or Exchange Shares to any Transfer of any Shares, such holder will give written notice to Person unless the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects Seller (i) has first complied with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; Article II and (ii) unless waived Transfers all (and not less than all) of the Common Shares held by it and the CorporationExchange Shares held by it or to be released to its account (as the case may be) to a purchaser or a group of purchasers, an opinion save that (x) the Seller may Transfer any Common Shares or Exchange Shares to any Affiliate of counsel for said holder as the Seller without complying with the other provisions of this Article II provided that (A) the Seller shall continue to be entitled to 100% of the economic interest in any Common Shares and Exchange Shares so Transferred and (B) such Affiliate delivers to the necessity other Parties a deed of adherence to this Agreement in a form reasonably satisfactory to the other Parties, agreeing to be bound by this Agreement as if it were the Seller and (y) the Seller may Transfer any Common Shares or non-necessity for registration under Exchange Shares in compliance with Section 2.6. During the Securities Act and applicable state securities laws in connection with ROFR Period, if the Seller proposes to Transfer all or a portion of the Common Shares held by it and/or the Exchange Shares that are held by it or may be released to its account to a purchaser or a group of purchasers (the “Transferee”), then at least seven (7) Business Days before the earlier of such Transfer or its entry into any definitive agreement regarding such Transfer, the Seller shall give the Buyer written notice of the Seller’s intention to make the Transfer (the “Transfer Notice”), which shall include (A) a description of the shares of the Company to be transferred (the “Offered Shares”), (B) the consideration and stating the factual material terms and statutory basis relied conditions upon by counsel. The following provisions shall then apply: (i) If which the proposed Transfer is to be made, including a copy of Shares may the draft share purchase agreement (and such other definitive agreement) to be effected without registration or qualification under entered into between the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof Seller and the intended method of disposition specified in the statement delivered by said holder to the CorporationTransferee. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.”

Notice of Transfer. Subject to compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (ain the form attached hereto as Exhibit B) The Equity Participantand funds sufficient to pay any transfer taxes payable upon the making of such transfer. By acceptance of this Warrant, and any other holder of any Shares by acceptance thereof, the Holder agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation Company before transferring this Warrant or transferring any Warrant Shares of such holderXxxxxx’s intention to effect do so, describing briefly the manner of any proposed transfer. As a condition to such Transfer transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth exemptions relied upon by the intention of said holder’s prospective transferee with respect to its retention Company for the transfer or disposition of said this Warrant or the Warrant Shares; . Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and (ii) unless waived by deliver a new Warrant or Warrants in the Corporationname of the transferee or transferees and in the denominations specified in such instrument of assignment, an opinion of counsel for said holder as and shall issue to the necessity or non-necessity for registration under assignor a new Warrant evidencing the Securities Act portion of this Warrant, if any, not so assigned and applicable state securities laws in connection with such Transfer and stating this Warrant shall promptly be cancelled. For the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer avoidance of Shares may be effected without registration or qualification under the Securities Act doubt, any transferee and any applicable state securities laws, then the registered holder of such Shares subsequent transferee shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to the 0.46% Exercise Limitation and the Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement382 Exercise Limitation. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by acceptance thereof, agrees thatagrees, prior to any Transfer transfer of any SharesRestricted Securities, such holder will to give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 5.28(c). Each such notice shall contain describe the manner and circumstances of the proposed transfer and shall be accompanied by (ia) a statement setting forth the intention written-opinion, addressed to the Company, of said holder’s prospective transferee with respect counsel reasonably acceptable to its retention or disposition the Company for the holder of said Shares; and (ii) unless waived by Restricted Securities, as to whether in the Corporation, an opinion of such counsel for said holder as to the necessity or non-necessity for such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws acts and, if not, a description of the exemptions available, and (b) in connection with the ease of Restricted Shares, if in the opinion of such Transfer and stating counsel such registration is required, a written request addressed to the factual and statutory basis relied upon company by counsel. The following provisions shall then apply: (i) If the holder of Restricted Securities, describing in detail the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified and requesting the Company to effect the registration of such Restricted Shares pursuant to the terms and provisions of Sections 8(d), 8(e) or 8(f) hereof, as the case may be. If in the statement delivered by said holder to the Corporation. (ii) If opinion of such counsel the proposed Transfer transfer of such Shares Restricted Securities may not be effected without registration under the Securities Act or registration or qualification under any applicable and state securities lawsacts, the registered holder of such Shares Restricted Securities shall not thereupon be entitled to Transfer such Shares pursuant to Section 6 until transfer Restricted Securities in accordance with the requisite registration or qualification is effective. (b) Notwithstanding terms of the provisions of Section 5.2(a), in the case of a Transfer notice delivered by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof it to the same extent as if such transferee were originally a signatory to this Agreement. (c) Company. Each certificate or other instrument evidencing the Shares securities issued upon such Transfer the transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Sharessecurities) shall bear the legend legends set forth in Section 5.1(a8(b) hereof unless (ia) in the opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable and state securities laws; acts or (iib) the Corporation Company shall have waived the requirement of such legend; or (iii) in legends. Except as provided above, the reasonable holder of Restricted Securities shall not transfer such Restricted Securities until such opinion of counsel has been given to the Corporation, such Transfer shall have been made Company (unless waived by the Company) or until registration of the Restricted Shares involved in connection with an the above-mentioned request has become effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity ParticipantSubject to Section 3.1, and unless otherwise provided by the Board of Directors, any other holder Stockholder, or group of any Shares by acceptance thereofStockholders, agrees thateffecting a Transfer of Common Stock must submit to the Corporation, prior to any Transfer of any Sharessuch Transfer, such holder will give a written notice to the Corporation (a “Transfer Notice”) of such holder’s intention Transfer. A Transfer Notice shall be mailed or delivered to effect such Transfer and to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention Secretary or Chief Financial Officer of said holder’s prospective transferee with respect to its retention the Corporation, or disposition any of said Shares; their designees, and (ii) unless waived by the CorporationChairman of the Board (the “Transfer Notice Recipients”), an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares each case in accordance with Section 5 hereof 8.2. A Transfer Notice shall include or be accompanied by (A) the name, address and telephone number of the Transferor and the intended method Transferee, (B) whether the Transferee is an Affiliate of disposition specified in the statement delivered Transferor and whether the Transferee is an Accredited Investor, (C) the number of shares of Common Stock proposed to be Transferred to, and acquired by, the Transferee, (D) the date on which the Transfer is expected to take place, (E) the percentage of the Transferor’s total number of shares of Common Stock to be Transferred, (F) a Joinder Agreement, duly completed and executed by said holder the Transferee to the extent such Transferee has not already signed a counterpart of the Stockholders Agreement and (G) a request that the Corporation register the Transfer on the books of the Corporation and inform the Corporation. (ii) If ’s stock transfer agent of the proposed Transfer Transfer. So long as the other provisions of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities lawsthis Article II are satisfied and complied with, the registered holder Board of Directors (or an officer of the Corporation to whom such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until determination has been delegated by the requisite registration or qualification is effective. Board of Directors) shall, within ten (b10) Notwithstanding the provisions of Section 5.2(a), in the case of Business Days after a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers Notice is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel submitted to the Corporation, cause the Transfer to be registered on the books of the Corporation and inform the Corporation’s stock transfer agent of such Transfer unless, prior to the expiration of such ten (10) Business Day period, the Board of Directors (or such delegated officer) or any of the Transfer Notice Recipients request information demonstrating that the Transfer complies with this Article II (including information demonstrating that the Transferee or any of its Affiliates (other than any Affiliate that is a holder of any of the Convertible Notes on the Effective Date or any Affiliate of any such holder) is not a Competitor), in which case the Transfer shall have been made in connection with an effective registration statement filed be registered on the books of the Corporation no later than ten (10) Business Days after the Board of Directors (or such delegated officer) or such Transfer Notice Recipient receives such information, unless the Board of Directors (or such delegated officer) determines that the Transfer is not permitted pursuant to the Securities Act or terms of this Article II, in compliance with which case the requirements Board of Rule 144 or Rule 144A Directors (or any similar or successor rulesuch delegated officer) promulgated under shall promptly inform the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance Transferor of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereofdetermination.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by his, her or its acceptance or purchase thereof, agrees thatagrees, prior to any Transfer of any Sharessuch Restricted Securities (except pursuant to an effective Registration Statement), such holder will to give written notice to the Corporation Company of such holder’s 's intention to effect such Transfer and agrees to comply in all other respects with the provisions of this Section 5.2Article VI. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived the proposed Transfer and, if reasonably requested by the CorporationCompany, an opinion shall be accompanied by the written opinion, addressed to the Company, of counsel for said the holder as of such Restricted Securities (which counsel shall be reasonably satisfactory to the necessity or nonCompany and which counsel may be the in-necessity for house counsel of such holder), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act and Act. Subject to complying with the other applicable state securities laws in connection with provisions hereof, such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares Restricted Securities shall be entitled to consummate such Transfer such Shares in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder him, her or it to the Corporation. Company if the Company does not reasonably object (ii) If on the proposed basis that such Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding violates the provisions of Section 5.2(a), in this Article VI) to such Transfer within five (5) days after the case of a Transfer by a holder to a member delivery of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) notice. Each certificate or other instrument evidencing the Shares Restricted Securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a6.2) hereof unless (i) in the such opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity Participant, and any other holder of any Shares Restricted Securities, by its acceptance or purchase thereof, agrees thatagrees, prior to any Transfer of any Sharessuch Restricted Securities (except pursuant to an effective registration statement), such holder will to give written notice to the Corporation of such holder’s 's intention to effect such Transfer and agrees to comply in all other respects with the provisions of this Section 5.210. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) the proposed Transfer and, unless waived by the Corporation, an opinion shall be accompanied by the written opinion, addressed to the Corporation, of counsel for said the holder as of such Restricted Securities (which counsel shall be reasonably satisfactory to the necessity Corporation), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the Corporation) such proposed Transfer does not involve a transaction requiring registration or non-necessity for registration qualification of such Restricted Securities under the Securities Act and Act. Subject to complying with the other applicable state securities laws in connection with provisions hereof, such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares Restricted Securities shall be entitled to consummate such Transfer such Shares in accordance with Section 5 hereof and the intended method terms of disposition specified in the statement notice delivered by said holder it to the Corporation. Corporation if the Corporation does not object (ii) If on the proposed basis that such Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding violates the provisions of this Section 5.2(a), in 10) to such Transfer within fifteen days after the case of a Transfer by a holder to a member delivery of such holder’s Family or Groupnotice, no or, if it requests such opinion opinion, does not reasonably object to such Transfer within fifteen days after delivery of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) opinion. Each certificate or other instrument evidencing the Shares securities issued upon such the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such SharesSecurities) shall bear the legend set forth in Section 5.1(a10(b) hereof unless (i) in the such opinion of such counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity ParticipantExcept as provided in the Registration Rights Agreement, and any other each holder of any Shares by acceptance thereof, agrees thatshall, prior to any Transfer of any SharesRestricted Securities, give ten (10) Business Days prior written notice (or, if such ten (10) Business Day notice period is not reasonably practicable, such holder will give written notice as is reasonably practicable), to the Corporation Company of such holder’s 's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.215.3 in making such proposed Transfer. Each such notice shall contain (i) a statement setting forth describe the intention manner and circumstances of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived the proposed Transfer. Upon request by the CorporationCompany, an opinion the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for said such holder as (which may be one of its internal counsels), stating that in the opinion of such counsel (which opinion must be reasonably satisfactory to the necessity or non-necessity for Company) such proposed Transfer does not involve a transaction requiring registration of the offer and sale of such Restricted Securities under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counselAct. The following provisions Such holder shall then apply: (i) If the proposed Transfer of Shares may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall thereupon be entitled to Transfer such Shares the Restricted Securities in accordance with Section 5 hereof the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer and request such opinion, within five days after delivery of such notice or, if the Company does request such opinion, upon its receipt thereof. Notwithstanding anything to the contrary in any Document, the opinion required hereby must be presented in order that the securities be validly presented for transfer and that the Company's obligation to transfer begins to accrue and the intended method of disposition specified in Company shall have no obligation to transfer nor shall any liability nor penalty accrue for failure to transfer unless such opinion is presented. Each certificate or other instrument evidencing the statement delivered by said holder to securities issued upon the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the any Restricted Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate or other instrument evidencing any untransferred balance of such SharesRestricted Securities) shall bear the legend set forth in Section 5.1(a) hereof 15.2 above unless (i) in the such opinion of counsel (acceptable is to the Corporation) addressed to the Corporation the effect that registration of any future Transfers Transfer is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation Company shall have waived the requirement of such legend; . (b) Notwithstanding the foregoing provisions of this Section 15.3, the restrictions imposed by Section 15.3(a) upon the transferability of any Restricted Securities (other than the Notes in respect as to which Restricted Securities may be issued by the Company) shall cease and terminate when (i) such Restricted Securities are sold or (iii) in the reasonable opinion otherwise disposed of counsel pursuant to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to under the Securities Act or as otherwise contemplated by paragraph (a) above in compliance with a manner that does not require that the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Restricted Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall so transferred to continue to bear the legend set forth in Section 5.1(b15.2 above or (ii) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may such Restricted Securities has met the requirements for Transfer of such Restricted Securities under Rule 144 or Rule 144(k). Whenever the restrictions imposed by this Section shall terminate, upon the written request that of the Corporation issue holder of any Restricted Securities as to which such restrictions have terminated, as promptly as practicable but in any event within ten (10) Business Days of receipt of such request, the Company shall, without charge, issue, register and deliver a new certificate instrument not bearing the restrictive legend set forth in Section 5.1(b) hereof15.3 above and not containing any other reference to the restrictions imposed by this Section unless such Restricted Securities are Registrable Securities under the Registration Rights Agreement in which event the Company shall comply with Section 7 of the Registration Rights Agreement with respect to such Restricted Securities.

Notice of Transfer. (a) The Equity ParticipantBy acceptance of the Restricted Securities, and any other holder of any Shares by acceptance thereof, each Shareholder agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.23.2. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than (i) a Transfer not involving a change in beneficial ownership, (ii) in transactions without consideration of Restricted Securities by a Shareholder to any spouse or child, controlled foundation or the estate or decedents of such Shareholder, or (iii) in transactions in compliance with Rule 144) and unless there is in effect a Registration Statement under the Securities Act covering the proposed Transfer pursuant to either Section 4.1 or 4.2 of this Agreement, the holder thereof shall give written notice to ITC of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall contain 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 either (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an written opinion of legal counsel for said holder as who shall be, and whose legal opinion shall be, reasonably satisfactory to ITC addressed to ITC, to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If effect that the proposed Transfer of Shares the Restricted Securities may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of such Shares shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act Act, or registration or qualification under any applicable state securities laws(ii) a "no action" letter from the Commission that action will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the registered holder of such Shares Restricted Securities shall not be entitled to Transfer such Shares pursuant to Section 6 until Restricted Securities in accordance with the requisite registration or qualification is effective. (b) Notwithstanding terms of the provisions of Section 5.2(a), in notice delivered by the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement. (c) Each ITC. Any certificate evidencing the Shares issued upon Restricted Securities Transferred as above provided shall bear, except if such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 5.1(a) hereof unless (i) 3.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers for such holder and ITC such legend is not required by the applicable provisions in order to establish compliance with any provision of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.

Notice of Transfer. (a) The Equity ParticipantOther than in connection with a Transfer (as defined below) excluded by Section 4.2, and if Heat proposes to Transfer any other holder shares of any Shares by acceptance thereofCommon Stock, agrees that, prior to any Transfer of any Shares, such holder will then Heat shall promptly give written notice (the “Co-Sale Notice”) simultaneously to the Corporation Company and to each of the Stockholders at least 30 days prior to the closing of such holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth the intention of said holder’s prospective transferee with respect to its retention or disposition of said Shares; and (ii) unless waived by the Corporation, an opinion of counsel for said holder as to the necessity or non-necessity for registration under the Securities Act and applicable state securities laws in connection with such Transfer and stating the factual and statutory basis relied upon by counselTransfer. The following provisions Notice shall then apply: (i) If describe in reasonable detail the proposed Transfer, including, without limitation, the number of shares of Common Stock to be transferred, the nature of such Transfer, the consideration to be paid, the proposed closing date of such Transfer, the other material terms and conditions upon which the proposed Transfer is to be made and the name and address of Shares may each prospective purchaser or transferee. If the consideration proposed to be effected without registration or qualification under paid for the Securities Act and any applicable state securities lawsCommon Stock in the proposed Transfer is other than cash, then the registered holder fair market value of such Shares the consideration shall be entitled determined in good faith by the Board. The notice shall also state that each Stockholder shall have the right, exercisable upon written notice to Heat with a copy to the Company within 10 days after receipt of the Co-Sale Notice (the “Co-Sale Period”), to participate in such Transfer of Common Stock on the same terms and conditions. Such Co-Sale Notice shall indicate the number of shares of Common Stock, up to that number of shares determined under Section 4.1(c), that such Shares Stockholder wishes to sell under his, her or its right to participate. To the extent one or more of the Stockholders exercise such right of participation in accordance with Section 5 hereof the terms and conditions set forth below, the intended method number of disposition specified shares of Common Stock that Heat may sell in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not transaction shall be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effectivecorrespondingly reduced. (b) Notwithstanding For purposes of this Section 4, the provisions term “Transfer” shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise, or descent, or other transfer or disposition of Section 5.2(a)any kind, including, but not limited to, transfers to receivers, levying creditors, trustees, or receivers in bankruptcy proceedings or general assignees for the case benefit of a Transfer creditors, whether voluntary or by a holder to a member operation of such holder’s Family law, directly or Groupindirectly, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreementany Common Stock. (c) Each certificate evidencing Stockholder may sell all or any part of that number of shares equal to the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless product obtained by multiplying (i) in the opinion aggregate number of counsel (acceptable to the Corporation) addressed to the Corporation the registration shares of future Transfers is not required Common Stock covered by the applicable provisions of the Securities Act or applicable state securities laws; Co-Sale Notice, by (ii) a fraction, the Corporation shall have waived numerator of which is the requirement number of shares of Common Stock held by such legend; or (iii) in Stockholder at the reasonable opinion time of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities ActCo-Sale Notice, and in compliance with applicable state securities lawsthe denominator of which is the total number of shares of Common Stock held by Heat plus the number of shares of Common Stock held by all Stockholders at the time of the Co-Sale Notice. (d) Each Stockholder who elects to participate in the Transfer pursuant to this Section 4 (a “Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to Heat for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock which such Co-Sale Participant elects to sell. (e) The stock certificate evidencing or certificates that the Shares issued upon Co-Sale Participant delivers to Heat pursuant to Section 4.1(d) shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale Notice, and Heat shall concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, Heat shall not sell to such prospective purchaser or purchasers any Common Stock unless and until, simultaneously with such sale, Heat shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice. (f) The exercise or non-exercise of the rights of any Stockholder hereunder to participate in one or more Transfers of Common Stock made by Heat shall not adversely affect such Stockholder’s right to participate in subsequent Transfers of Common Stock subject to this Section 4. (g) To the extent that the Stockholders do not elect to participate in the sale of the Common Stock subject to the Co-Sale Notice, Heat may, not later than 90 days following delivery to the Stockholders of the Co-Sale Notice, enter into an agreement providing for the closing of the Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear Common Stock covered by the legend set forth Co-Sale Notice within 30 days of such agreement on terms and conditions not materially more favorable to Heat than those described in Section 5.1(b) hereof for so long the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more favorable to Heat than those described in the Co-Sale Notice, as this Agreement remains in effect. In the event well as any subsequent proposed Transfer of any of the termination Common Stock by Heat, shall again be subject to the co-sale rights of the Stockholders and shall require compliance by Heat with the procedures described in this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof4.

Notice of Transfer. Subject to compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (ain the form attached hereto as Exhibit B) The Equity Participantand funds sufficient to pay any transfer taxes payable upon the making of such transfer. By acceptance of this Warrant, and any other holder of any Shares by acceptance thereof, the Holder agrees that, prior to any Transfer of any Shares, such holder will give written notice to the Corporation Company before transferring this Warrant or transferring any Warrant Shares of such holderXxxxxx’s intention to effect do so, describing briefly the manner of any proposed transfer. As a condition to such Transfer transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply in all other respects with the provisions of this Section 5.2. Each such notice shall contain (i) a statement setting forth exemptions relied upon by the intention of said holder’s prospective transferee with respect to its retention Company for the transfer or disposition of said this Warrant or the Warrant Shares; . Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and (ii) unless waived by deliver a new Warrant or Warrants in the Corporationname of the transferee or transferees and in the denominations specified in such instrument of assignment, an opinion of counsel for said holder as and shall issue to the necessity or non-necessity for registration under assignor a new Warrant evidencing the Securities Act portion of this Warrant, if any, not so assigned and applicable state securities laws in connection with such Transfer and stating this Warrant shall promptly be cancelled. For the factual and statutory basis relied upon by counsel. The following provisions shall then apply: (i) If the proposed Transfer avoidance of Shares may be effected without registration or qualification under the Securities Act doubt, any transferee and any applicable state securities laws, then the registered holder of such Shares subsequent transferee shall be entitled to Transfer such Shares in accordance with Section 5 hereof and the intended method of disposition specified in the statement delivered by said holder to the Corporation. (ii) If the proposed Transfer of such Shares may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of such Shares shall not be entitled to Transfer such Shares pursuant to Section 6 until the requisite registration or qualification is effective. (b) Notwithstanding the provisions of Section 5.2(a), in the case of a Transfer by a holder to a member of such holder’s Family or Group, no such opinion of counsel shall be necessary; provided, that the transferee agrees in writing to be subject to the 0.69% Exercise Limitation and the Section 5 hereof to the same extent as if such transferee were originally a signatory to this Agreement382 Exercise Limitation. (c) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(a) hereof unless (i) in the opinion of counsel (acceptable to the Corporation) addressed to the Corporation the registration of future Transfers is not required by the applicable provisions of the Securities Act or applicable state securities laws; (ii) the Corporation shall have waived the requirement of such legend; or (iii) in the reasonable opinion of counsel to the Corporation, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any similar or successor rule) promulgated under the Securities Act, and in compliance with applicable state securities laws. (d) Each certificate evidencing the Shares issued upon such Transfer (and each certificate evidencing any untransferred balance of such Shares) shall bear the legend set forth in Section 5.1(b) hereof for so long as this Agreement remains in effect. In the event of the termination of this Agreement, the holder of Shares may request that the Corporation issue a new certificate not bearing the legend set forth in Section 5.1(b) hereof.