Common use of Resales of Securities Clause in Contracts

Resales of Securities. Each Purchaser agrees to the following: (a) If the Purchaser shall propose to sell any Securities, the Purchaser shall notify the Company of its intent to do so on or before one (1) business day prior to the date of such sale (the “Notice of Sale”), and the provision of the Notice of Sale to the Company shall conclusively be deemed to establish an agreement by such Purchaser to comply with the registration provisions herein described. The Notice of Sale shall be deemed to constitute a representation that any information previously supplied by such Purchaser is accurate as of the date of such Notice of Sale. (b) The Notice of Sale in substantially the form attached as Exhibit I to Appendix II shall be given in accordance with the provisions of Section 4.2(a) hereof. However, the Purchaser may give the Notice of Sale orally by telephoning the current Chief Financial Officer at the Company at 510-771-0400. An oral Notice of Sale shall be deemed to have been received only at such time as the selling Purchaser speaks directly with the current Chief Financial Officer. In addition, an oral Notice of Sale shall only be deemed effective if it is followed by a written Notice of Sale received by the Company by personal delivery or facsimile within 24 hours after giving the oral Notice of Sale. (c) The Company may refuse to permit the Purchaser to resell any Securities for a period of time not to exceed 30 days; provided, however, that in order to exercise this right, the Company must deliver a certificate in writing to the Purchaser to the effect that the Registration Statement in its then current form contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. During any suspension period (each a “Suspension”) as contemplated by this Section 4.2(c), of which there shall be no more than two in any 12-month period, the Company will not allow any of its officers or directors to buy or sell shares of the Company’s securities.

Resales of Securities. Each Purchaser agrees to the following: (a) If The Purchaser hereby covenants with the Purchaser shall propose Company not to sell make any Securitiessale of the Shares without satisfying the requirements of the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the Purchaser shall notify prospectus delivery requirements under the Company of its intent to do so on or before one (1) business day prior to the date of such sale (the “Notice of Sale”)Securities Act, and the provision Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Notice of Sale Company pursuant to a resale under the Registration Statement unless the certificate submitted to the Company shall conclusively be deemed transfer agent evidencing the Shares is accompanied by a separate officer's certificate (i) in the form of Appendix III to establish this Agreement; (ii) executed by an agreement by such Purchaser officer of, or other authorized person designated by, the Purchaser; and (iii) to comply the effect that (A) the Shares have been sold in accordance with the registration provisions herein described. The Notice Registration Statement and (B) the requirement of Sale shall be deemed to constitute delivering a representation that any information previously supplied by such Purchaser is accurate as of the date of such Notice of Salecurrent prospectus has been satisfied. (b) The Notice Purchaser acknowledges that there may occasionally be times when the Company determines, in good faith following consultation with its Board of Sale in substantially the form attached as Exhibit I to Appendix II shall be given in accordance with the provisions of Section 4.2(a) hereof. HoweverDirectors or a committee thereof, the Purchaser may give use of the Notice prospectus forming a part of Sale orally the Registration Statement (the "Prospectus," as further defined in Section 7.3.1 below) should be suspended until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by telephoning the current Chief Financial Officer at the Company at 510-771-0400. An oral Notice of Sale shall be deemed and any such amendment to have been received only at the Registration Statement is declared effective by the Commission, or until such time as the selling Purchaser speaks directly Company has filed an appropriate report with the current Chief Financial OfficerCommission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of the Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to the Prospectus. The Company may, upon written notice to the Purchasers, suspend the use of the Prospectus for up to thirty (30) days in any 365-day period based on the reasonable determination of the Company's Board of Directors that there is a significant business purpose for such determination, such as pending corporate developments, public filings with the Commission or similar events. The Company shall in no event be required to disclose the business purpose for which it has suspended the use of the Prospectus if the Company determines in its good faith judgment that the business purpose should remain confidential. In addition, an oral Notice the Company shall notify each Purchaser (i) of Sale shall only be deemed effective if it is followed by a written Notice of Sale received any request by the Company Commission for an amendment or any supplement to such Registration Statement or any related prospectus, or any other information request by personal delivery any other governmental agency directly relating to the offering, and (ii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or facsimile within 24 hours after giving of any order preventing or suspending the oral Notice use of Saleany related prospectus or the initiation or threat of any proceeding for that purpose. (c) The Company may refuse Purchaser further covenants to permit the Purchaser to resell any Securities for a period of time not to exceed 30 days; provided, however, that in order to exercise this right, notify the Company must deliver a certificate in writing to the Purchaser to the effect that the Registration Statement in its then current form contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made therein, in light promptly of the circumstances under which they were made, not misleading. During any suspension period (each a “Suspension”) as contemplated by this Section 4.2(c), sale of which there shall be no more than two in any 12-month period, the Company will not allow any of its officers Shares, other than sales pursuant to a Registration Statement contemplated in Section 7 of this Agreement or directors to buy or sell shares sales upon termination of the Company’s securitiestransfer restrictions pursuant to Section 7.4 of this Agreement.

Resales of Securities. Each Purchaser agrees to the following: (a) If The Purchaser hereby covenants with the Purchaser shall propose Company not to sell make any Securitiessale of the Securities without satisfying the requirements of the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the Purchaser shall notify prospectus delivery requirements under the Company of its intent to do so on or before one (1) business day prior to the date of such sale (the “Notice of Sale”)Securities Act, and the provision Purchaser acknowledges and agrees that such Securities are not transferable on the books of the Notice of Sale Company pursuant to a resale under the Registration Statement unless the certificate submitted to the Company shall conclusively be deemed transfer agent evidencing the Shares is accompanied by a separate officer's certificate (i) in the form of Appendix III to establish this Agreement; (ii) executed by an agreement by such Purchaser officer of, or other authorized person designated by, the Purchaser; and (iii) to comply the effect that (A) any of the Securities, have been sold in accordance with the registration provisions herein described. The Notice Registration Statement and (B) the requirement of Sale shall be deemed to constitute delivering a representation that any information previously supplied by such Purchaser is accurate as of the date of such Notice of Salecurrent prospectus has been satisfied. (b) The Notice Purchaser acknowledges that there may occasionally be times when the Company determines, in good faith following consultation with its Board of Sale in substantially the form attached as Exhibit I to Appendix II shall be given in accordance with the provisions of Section 4.2(a) hereof. HoweverDirectors or a committee thereof, the Purchaser may give use of the Notice prospectus forming a part of Sale orally the Registration Statement (the "Prospectus," as further defined in Section 7.3.1 below) should be suspended until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by telephoning the current Chief Financial Officer at the Company at 510-771-0400. An oral Notice of Sale shall be deemed and any such amendment to have been received only at the Registration Statement is declared effective by the Commission, or until such time as the selling Purchaser speaks directly Company has filed an appropriate report with the current Chief Financial OfficerCommission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Securities pursuant to the Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of the Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to the Prospectus. The Company may, upon written notice to the Purchaser, suspend the use of the Prospectus for up to ninety (90) days in any 365-day period based on the reasonable determination of the Company's Board of Directors that there is a significant business purpose for such determination, such as pending corporate developments, public filings with the SEC or similar events. The Company shall in no event be required to disclose the business purpose for which it has suspended the use of the Prospectus if the Company determines in its good faith judgment that the business purpose should remain confidential. In addition, an oral Notice the Company shall notify the Purchaser (i) of Sale shall only be deemed effective if it is followed by a written Notice of Sale received any request by the Company SEC for an amendment or any supplement to such Registration Statement or any related prospectus, or any other information request by personal delivery any other governmental agency directly relating to the offering, and (ii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or facsimile within 24 hours after giving of any order preventing or suspending the oral Notice use of Saleany related prospectus or the initiation or threat of any proceeding for that purpose. (c) The Company may refuse Purchaser further covenants to permit the Purchaser to resell any Securities for a period of time not to exceed 30 days; provided, however, that in order to exercise this right, notify the Company must deliver a certificate in writing to the Purchaser to the effect that the Registration Statement in its then current form contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made therein, in light promptly of the circumstances under which they were made, not misleading. During any suspension period (each a “Suspension”) as contemplated by this Section 4.2(c), sale of which there shall be no more than two in any 12-month period, the Company will not allow any of its officers Securities, other than sales pursuant to a Registration Statement contemplated in Section 7 of this Agreement or directors to buy or sell shares sales upon termination of the Company’s securitiestransfer restrictions pursuant to Section 7.4 of this Agreement.

Resales of Securities. Each Purchaser agrees to the following: (a) If the Purchaser shall propose to sell any Securities, the Purchaser shall notify the Company of its intent to do so on or before one (1) business day prior to the date of such sale (the “Notice of Sale”), and the provision of the Notice of Sale to the Company shall conclusively be deemed to establish an agreement by such Purchaser to comply with the registration provisions herein described. The Notice of Sale shall be deemed to constitute a representation that any information previously supplied by such Purchaser is accurate as of the date of such Notice of Sale. (b) The Notice of Sale in substantially the form attached as Exhibit I to Appendix II shall be given in accordance with the provisions of Section 4.2(a) hereof. However, the Purchaser may give the Notice of Sale orally by telephoning the current Chief Financial Officer at the Company at 510(000)-000-771-04000000. An oral Notice of Sale shall be deemed to have been received only at such time as the selling Purchaser speaks directly with the current Chief Financial Officer. In addition, an oral Notice of Sale shall only be deemed effective if it is followed by a written Notice of Sale received by the Company by personal delivery or facsimile within 24 hours after giving the oral Notice of Sale. (c) The Company may refuse to permit the Purchaser to resell any Securities for a period of time not to exceed 30 days; provided, however, that in order to exercise this right, the Company must deliver a certificate in writing to the Purchaser to the effect that the Registration Statement in its then current form contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. During any suspension period (each a “Suspension”) as contemplated by this Section 4.2(c), of which there shall be no more than two in any 12-month period, the Company will not allow any of its officers or directors to buy or sell shares of the Company’s securities.

Resales of Securities. Each Purchaser agrees to the following: (a) If the Purchaser shall propose to sell any Securities, the Purchaser shall notify the Company of its intent to do so on or before one two (12) business day days prior to the date of such sale (the “Notice of Sale”), and the provision of the Notice of Sale to the Company shall conclusively be deemed to establish an agreement by such Purchaser to comply with the registration provisions herein described. The Notice of Sale shall be deemed to constitute a representation that any information previously supplied by such Purchaser is accurate as of the date of such Notice of Sale. (b) The Notice of Sale in substantially the form attached as Exhibit I to Appendix II shall be given in accordance with the provisions of Section 4.2(a) hereof. However, the Purchaser may give the Notice of Sale orally by telephoning the current Chief Financial Officer at the Company at 510at: (000) 000-771-04000000. An oral Notice of Sale shall be deemed to have been received only at such time as the selling Purchaser speaks directly with the current Chief Financial Officer. In addition, an oral Notice of Sale shall only be deemed effective if it is followed by a written Notice of Sale received by the Company by personal delivery or facsimile within 24 hours after giving the oral Notice of Sale. (c) The Company may refuse to permit the Purchaser to resell any Securities for a period of time not to exceed 30 days; provided, however, that in order to exercise this right, the Company must deliver a certificate in writing to the Purchaser to the effect that the Registration Statement in its then current form contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. During any suspension period (each a “Suspension”) as contemplated by this Section 4.2(c), of which there shall be no more than two in any 12-month period, the Company will not allow any of its officers or directors to buy or sell shares of the Company’s securities.