Common use of Transfer of Registration Rights Clause in Contracts

Transfer of Registration Rights. None of the rights of any Holder under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), (ii) such person agrees to become a party to, and bound by all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 4, the term “Qualifying Holder” shall mean, with respect to any Holder, any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such Holder, or any partner, if such Holder is a partnership, or any member, if such Holder is a limited liability company. None of the rights of any Holder under this Agreement shall be transferred or assigned to any person that acquires Registrable Securities in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities pursuant to Rule 144 of the Securities Act within a three-month period.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and be bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 413, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any corporationpartner thereof, (ii) any corporation or partnership or other affiliated entity controlling, controlled by, under common control or under common control investment management with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell all such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A EXHIBIT B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “Qualifying Holder” "QUALIFYING HOLDER" shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “Qualifying Holder” "QUALIFYING HOLDER" shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder Investor (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities lawsAgreement. For purposes of this Section 410, the term “"Qualifying Holder” Investor" shall mean, with respect to any HolderInvestor, (i) any corporationpartner, member or shareholder thereof, (ii) any person, corporation or partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partnerother direct transferee from such Investor of at least 16,667 shares of Common Stock (subject to adjustment in the event of stock splits, if such Holder is a partnershipstock dividends, or any memberrecombinations, if such Holder is a limited liability companyrecapitalizations and the like). None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person that acquires Registrable Securities in the event that and to the extent that such Person is eligible to resell all transferee of such Registrable Securities Shares pursuant to a "brokers transaction" within the meaning of Rule 144 of under the Securities Act within a three-month periodor an effective registration statement under the Securities Act. Upon transfer of Shares and rights in accordance with this Section 10, such Qualified Investor shall be deemed an "Investor" hereunder.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and be bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A EXHIBIT B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “Qualifying Holder” "QUALIFYING HOLDER" shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 250,000 shares included as Registrable Shares on the date hereof that are held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 411, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, any corporation, partnership direct transferee from such Investor of at least 50% of those Registrable Shares held or other affiliated entity controlling, controlled by, or under common control with, that may be acquired by such Holder, or any partner, if such Holder is a partnership, or any member, if such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month period(or any successor or substitute rule) or may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 411, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor, or any partner or former partner, if such Holder Investor is a partnership, or (ii) any member, if other direct transferee from such Holder is a limited liability companyInvestor of at least 50% of those Registrable Securities held or that may be acquired by such Investor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities pursuant to Rule 144 144(k) of the Securities Act within a three-month periodAct.

Transfer of Registration Rights. None of the rights of any Holder the Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A E hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 49, the term “"Qualifying Holder” " shall mean, with respect to any Holderthe Investor, (i) any corporation, partnership or other affiliated entity partnership, controlling, controlled by, or under common control with, such Holderthe Investor, or (iii) any partner, if such Holder is a partnership, or any member, if such Holder is a limited liability companyother direct transferee from the Investor of at least 25% of the Shares. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (other than an Affiliate) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 of the Securities Act without limitation as to volume within a three-month period90 days or may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and be bound by by, all of the terms and conditions of, of this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 411, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated business entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodAct.

Transfer of Registration Rights. None of the (a) The rights of any each Holder under this Agreement shall may be transferred or assigned to any person unless (i) a transferee of Registrable Shares that constitute at least 1% of the Company’s or Focus LLC’s outstanding Class A Common Stock or Units, as the case may be; provided, however, (i) that any such person transfer is a Qualifying Holder (as defined below)permitted in accordance with the Operating Agreement and any other applicable documents, (ii) that any such person agrees transfer is not pursuant to become a party to, and bound by all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted Rule 144 under the Securities Act or a registration statement filed pursuant to this Agreement, and applicable state securities laws. For purposes (iii) that the Company is given written notice by such Holder at or within a reasonable time after said transfer, stating the name and address of this Section 4, such transferee and identifying the term “Qualifying Holder” shall mean, Registrable Shares with respect to any Holderwhich such registration rights are being transferred. Notwithstanding the foregoing, any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such Holder, or any partner, Holder may: (A) transfer rights to a transferee of Registrable Shares if such Holder transferee is a partnership, (i) an Affiliate or any member, if such Holder is a limited liability company. None of the rights Affiliated Investor of any Holder under or (ii) any family member or trust for the benefit of any individual Holder; and (B) transfer rights in connection with effecting in-kind or similar distributions of all or part of its Registrable Shares to its direct or indirect equityholders, managers, employees, agents or representatives. Any such transferee permitted by this Agreement Section 2.9(a) (a “Permitted Transferee”) shall be transferred or assigned required to any person that acquires Registrable Securities execute the joinder agreement set forth in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities pursuant to Rule 144 of the Securities Act within a three-month period.Exhibit A.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and be bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 411, the term “Qualifying Holder” shall mean, with respect to any HolderInvestor, (i) any corporationpartner thereof, (ii) any corporation or partnership or other affiliated entity controlling, controlled by, under common control or under common control investment management with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell all such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder Investor (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities lawsAgreement. For purposes of this Section 410, the term “Qualifying Holder” "QUALIFYING INVESTOR" shall mean, with respect to any HolderInvestor, (i) any corporationpartner, member or shareholder thereof, (ii) any person, corporation or partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partnerother direct transferee from such Investor of at least 16,667 shares of Common Stock (subject to adjustment in the event of stock splits, if such Holder is a partnershipstock dividends, or any memberrecombinations, if such Holder is a limited liability companyrecapitalizations and the like). None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person that acquires Registrable Securities in the event that and to the extent that such Person is eligible to resell all transferee of such Registrable Securities Shares pursuant to a "brokers transaction" within the meaning of Rule 144 of under the Securities Act within a three-month periodor an effective registration statement under the Securities Act. Upon transfer of Shares and rights in accordance with this Section 10, such Qualified Investor shall be deemed an "Investor" hereunder.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 411, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any partner or member thereof, (ii) any corporation, partnership or other affiliated entity limited liability company controlling, controlled by, or under common control with, such HolderInvestor or any partner or member thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held by such Investor or any member, if issuable upon exercise of Warrants held by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that that, and to the extent that that, such Person person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodAct.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 411, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any current or former partner or current or former member thereof, (ii) any corporation, partnership or other affiliated entity limited liability company controlling, controlled by, or under common control with, such HolderInvestor or any partner or member thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held by such Investor or any member, if issuable upon exercise of Warrants held by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that that, and to the extent that that, such Person person is then eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodAct.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and be bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 411, the term “Qualifying Holder” shall mean, with respect to any HolderInvestor, (i) any corporationpartner thereof, (ii) any corporation or partnership or other affiliated entity controlling, controlled by, under common control or under common control investment management with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 37.5% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell all such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None Except to the extent otherwise provided in Section 10(a) hereof, none of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder Investor (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities lawsAgreement. For purposes of this Section 410(b), the term “"Qualifying Holder” Investor" shall mean, with respect to any HolderInvestor, (i) any corporationpartner, member or shareholder thereof, (ii) any person, corporation or partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partnerother direct transferee from such Investor of at least _________ shares of Common Stock (subject to adjustment in the event of stock splits, if such Holder is a partnershipstock dividends, or any memberrecombinations, if such Holder is a limited liability companyrecapitalizations and the like). None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person that acquires Registrable Securities in the event that and to the extent that such Person is eligible to resell all transferee of such Registrable Securities Shares pursuant to a "brokers transaction" within the meaning of Rule 144 of under the Securities Act within a three-month periodor an effective registration statement under the Securities Act. Upon transfer of Shares and rights in accordance with this Section 10(b), such Qualified Investor shall be deemed an "Investor" hereunder.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “Qualifying Holder” shall mean, with respect to any HolderInvestor, (i) any partner or member thereof, (ii) any corporation, partnership or other affiliated entity limited liability company controlling, controlled by, or under common control with, such HolderInvestor or any partner or member thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, or any member, if Investor of at least 25% of those Registrable Shares held by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act. After any transfer in accordance with this Section 12, the rights and obligations of an Investor as to any transferred Registrable Shares shall be the rights and obligations of the Investor Permitted Transferee holding such Registrable Shares.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 414, the term “Qualifying Holder” shall mean, with respect to any HolderInvestor, (i) any partner or member thereof, (ii) any corporation, partnership or other affiliated entity limited liability company controlling, controlled by, or under common control with, such HolderInvestor or any partner or member thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, or any member, if Investor of at least 50% of those Registrable Shares held by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 without restrictions. After any transfer in accordance with this Section 14, the rights and obligations of an Investor as to any transferred Registrable Shares shall be the rights and obligations of the Securities Act within a three-month periodInvestor Permitted Transferee holding such Registrable Shares.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A EXHIBIT B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 4SECTION 12, the term “Qualifying Holder” "QUALIFYING HOLDER" shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 250,000 shares included as Registrable Shares on the date hereof that are held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.

Transfer of Registration Rights. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Holder (as defined below), and (ii) such person agrees to become a party to, and bound by by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A B hereto, (iii) the transfer or assignment is made in accordance with the applicable requirements of the Purchase Agreement and (iv) following the transfer or assignment, the further disposition of the Registrable Securities by such person is restricted under the Securities Act and applicable state securities laws. For purposes of this Section 412, the term “"Qualifying Holder” " shall mean, with respect to any HolderInvestor, (i) any partner thereof, (ii) any corporation, partnership or other affiliated entity or, in addition in the case of Sofinov, a governmental body, controlling, controlled by, or under common control with, such HolderInvestor or any partner thereof, or (iii) any partner, if other direct transferee from such Holder is a partnership, Investor of at least 50% of those Registrable Shares held or any member, if that may be acquired by such Holder is a limited liability companyInvestor. None of the rights of any Holder Investor under this Agreement shall be transferred or assigned to any person Person (including, without limitation, a Qualifying Holder) that acquires Registrable Securities Shares in the event that and to the extent that such Person is eligible to resell all of such Registrable Securities Shares pursuant to Rule 144 144(k) of the Securities Act within a three-month periodor may otherwise resell such Registrable Shares pursuant to an exemption from the registration provisions of the Securities Act.