Common use of Transfer of Registration Rights Clause in Contracts

Transfer of Registration Rights. (i) Each Designated Holder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) Each Designated such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder may is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or pledge Registrable Securities assignment made pursuant to this Section 2.09 in connection with the associated registration transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement (including transfers occurring by operation with respect to the remaining portion of law or by reason of intestacy) its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee Restricted Transferee (“Pledgee”) only if (1) subject to in which case the penultimate sentence of this Section 2(dRestricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), such Permitted Assignee or Pledgee agrees in writing the Issuer shall have no obligation to be bound as a Designated Holder by the provisions of deliver any notices under this Agreement and (2) immediately following such transfer to or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without otherwise interact with any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities Holder other than as set forth the Lead Holder for any purpose under this Agreement (other than in this Section 2(daccordance with Sections 2.05(a), such securities shall no longer constitute Registrable Securities2.06, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction2.10(e)(ii), which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall3.01(f), to the extent such Registrable Securities remain “restricted securities” under the Securities Act3.01(h), be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transaction3.02(d), 6.01, 6.02 and 6.13 and Article V hereof.)

Transfer of Registration Rights. (i) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder Stockholder by the provisions of this Agreement Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144 (or any successor rule or regulation) promulgated under the Securities ActAct or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder Stockholder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. (ia) Each Designated A Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Zapaxx xx used in this Agreement (other than as set forth in this Section 2(d2(a)(iv)) shall, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made where appropriate to assign the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant rights and obligations hereunder to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities ActPermitted Transferee, be deemed to remain “refer to the Permitted Transferee of such Registrable Securities” notwithstanding . Zapaxx xxx any Permitted Transferees may exercise the release registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of such pledge or the completion of such Hedging Transactionwhich it shall have notice as provided above.

Transfer of Registration Rights. (ia) Each Designated A Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company’s Common Stock) at least 10% of the then issued and outstanding Common Stock of the Company (each, a “Permitted Transferee”); provided, however, that (i) with respect to any transferee of a majority of the then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions after such time as such transferee owns less than a majority of the then outstanding shares of Common Stock, (ii) with respect to any transferee of less than a majority but more than 25% of the then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (iii) with respect to any transferee of 25% or less of the then issued and outstanding Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. Any Holder electing to transfer registration rights pursuant to this Section shall provide the Company with written notice promptly following such Holder’s execution of a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Halliburton as used in this Agreement (other than as set forth in this Section 2(dSections 2(a)(iii) and 5(a)) shall, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made where appropriate to assign the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant rights and obligations hereunder to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities ActPermitted Transferee, be deemed to remain “refer to the Permitted Transferee of such Registrable Securities” notwithstanding . Halliburton and any Permitted Transferees may exercise the release registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of such pledge or the completion of such Hedging Transactionwhich it shall have notice as provided above.

Transfer of Registration Rights. (ia) Each Designated Holder may transfer or pledge Registrable Securities with Other than, in the associated registration case of clause (b) of this sentence, the rights and obligations of the Trust relating to “demand” and “piggyback” rights (including, without limitation, those set forth in Section 2.01(b), (d) and (g) and Section 2.02) (the “Non-Transferable Rights”), the rights and obligations of the Trust under this Agreement (including transfers occurring by operation the rights and obligations under Section 2.08, and which, in the case of law obligations of the Trust and any Permitted Transferees, shall be several and not joint) may be transferred or by reason of intestacyassigned (a) to any Subsidiary of the Trust or (b) to any Person that directly acquires from the Trust, in a single transaction, Registrable Securities in an amount equal to or greater than 1% of the outstanding shares of Common Stock (or, if less, all Registrable Securities then held by the Trust) (each such Person, a “Permitted AssigneeTransferee”), Affiliate of such Permitted Assignee or pledgee (“Pledgee”) but only if (1x) subject such transfer or assignment is agreed to in writing, and a copy of such agreement is furnished to the penultimate sentence Corporation prior to or concurrently with such transfer or assignment, (y) prior to or concurrently with such transfer or assignment, such Subsidiary or Permitted Transferee furnishes the Corporation with written notice of this Section 2(dthe name and address of such Subsidiary or Permitted Transferee and the number of Registrable Securities with respect to which such registration rights (other than Non-Transferable Rights) are being transferred or assigned and (z) the Subsidiary or Permitted Transferee agrees in writing with the Corporation to be bound by all the provisions and obligations contained herein applicable to the Trust (other than Non-Transferable Rights), such Permitted Assignee or Pledgee agrees agreement being in writing a form reasonably satisfactory to be bound as a Designated Holder by the provisions of Corporation. The rights and obligations under this Agreement and (2) immediately following such transfer or pledge, of any Permitted Transferee shall terminate automatically upon the further disposition of such date that all Registrable Securities held by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not Transferee may be sold in a single saleday without notice or manner of sale restrictions and, in if the opinion of counsel reasonably satisfactory to Corporation has not complied with its periodic reporting requirements under the CompanyExchange Act, without any limitation as to volume current information, pursuant to to, and in accordance with, Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d)giving effect, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shallif applicable, to “tacking” the extent such Registrable Securities remain “restricted securities” under holding period of the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging TransactionTrust).

Transfer of Registration Rights. (i) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder Stockholder by the provisions of this Agreement Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144 (or any successor rule or regulation) promulgated under the Securities ActAct or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 5% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder Stockholder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. (i) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, an Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee Assignee, Affiliate or Pledgee agrees in writing to be bound as a an Designated Holder Stockholder by the provisions of this Agreement Agreement, with such agreement substantially in the form of Annex A hereto, and (22)(A) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee Assignee, Affiliate or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities ActAct or (B) such Permitted Assignee, Affiliate or Pledgee, together with its Affiliates, beneficially owns Registrable Securities representing more than 5% of the outstanding shares of Common Stock as of the date of such transfer or pledge; provided, that, FTV and the Management Stockholders may not pursuant to this Section 2(d)(i) transfer any of their rights to act as the Initiating Holders pursuant to clause (b) of the definition thereof. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder Stockholder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. (ia) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee Transferee or pledgee (“"Pledgee”") only if (1) subject to the penultimate sentence of this Section 2(d2.4(a), such Permitted Assignee Transferee or Pledgee agrees in writing to be bound as a Designated Holder Stockholder by the provisions of this Agreement insofar as it pertains to the holding, owning and disposition of Registrable Securities and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee Transferee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d)2.4, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, whether or not the subject of a Demand Registration, which Registrable Securities are not ultimately disposed of by the Designated Holder Stockholders pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities securities remain “"restricted securities” " under the Securities Act, be deemed to remain “"Registrable Securities” " notwithstanding the release of such pledge or the completion of such Hedging Transaction. Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shall be required to agree to any restriction on its ability to trade in any securities, including the restrictions set forth in Sections 6.7(a) and 6.8(a). The Stockholders hereby agree that they shall act in good faith with respect to the restrictions set forth in Sections 6.7(a) and 6.8(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under Sections 6.7(a) and 6.8(a).

Transfer of Registration Rights. (ia) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee Transferee or pledgee (“"Pledgee”") only if (1) subject to the penultimate last sentence of this Section 2(d2.4(a), such Permitted Assignee Transferee or Pledgee agrees in writing to be bound as a Designated Holder Stockholder by the provisions of this Agreement insofar as it pertains to the holding, owning and disposition of Registrable Securities and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee Transferee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d)2.4, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, whether or not the subject of a Demand Registration, which Registrable Securities are not ultimately disposed of by the Designated Holder Stockholders pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities securities remain “"restricted securities” " under the Securities Act, be deemed to remain “"Registrable Securities” " notwithstanding the release of such pledge or the completion of such Hedging Transaction. Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shall be required to agree to any restriction on its ability to trade in any securities, including the restrictions set forth in Section 6.8(a). The Stockholders hereby agree that they shall act in good faith with respect to the restrictions set forth in Section 6.8(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under Section 6.8(a).

Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) Each Designated such transferee is Liberty, a Liberty Party, an Affiliate of Liberty or a Liberty Party, LMC or an Affiliate of LMC, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder may is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or pledge Registrable Securities assignment made pursuant to this Section 2.09 in connection with the associated registration transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, (including transfers occurring by operation of law a) unless Liberty (or by reason of intestacyLMC, as the case may be) and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Permitted AssigneeRestricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty (or LMC, Affiliate of such Permitted Assignee or pledgee (“Pledgee”as the case may be) only if (1) subject to in all respects hereunder as the penultimate sentence of this Section 2(dLead Holder), such Permitted Assignee the Issuer shall have no obligation to deliver any notices under this Agreement to or Pledgee agrees otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in writing accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereof), and (b) any Exchange Holder may sell shares of Common Stock pursuant to be bound a Registration Statement and shall have the same rights and obligations as a Designated Holder by hereunder; provided, that the provisions of this Agreement and Lead Holder alone (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent there then-exists a Lead Holder) shall retain the right to make any Demand Request on behalf of any Exchange Holders, and shall otherwise act as agent for such Registrable Securities remain “restricted securities” Exchange Holders in connection with any sale of Common Stock by the Exchange Holders under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactiona Registration Statement.

Transfer of Registration Rights. (i) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder Stockholder by the provisions of this Agreement Agreement, with such agreement substantially in the form of Annex A hereto, and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the CompanyCompany and such Designated Stockholder (which may be counsel to the Company or the Designated Stockholder), without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act; provided that (A) the parties expressly acknowledge that the initial Designated Stockholders have pledged the Exchanged Shares and the Additional Shares (as each such term is defined in the Settlement) in favor of the Indenture Trustees in accordance with the terms of the corresponding Indentures and related agreements, and that the Indenture Trustees are Pledgees for purposes of this Agreement, and (B) neither Indenture Trustee shall be required to execute the agreement in the form of Annex A hereto until the date(s) either such Indenture Trustee shall determine in connection with the exercise of such Indenture Trustee’s rights and powers under the Indentures and related agreements. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. (ia) Each Designated A Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term REI as used in this Agreement (other than as set forth in this Section 2(d2(a)(iv)) shall, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made where appropriate to assign the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant rights and obligations hereunder to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities ActPermitted Transferee, be deemed to remain “refer to the Permitted Transferee of such Registrable Securities” notwithstanding . REI and any Permitted Transferees may exercise the release registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of such pledge or the completion of such Hedging Transactionwhich it shall have notice as provided above.

Transfer of Registration Rights. The rights granted under this Agreement to a Holder, including without limitation, the right to cause the Company to register securities, to participate in a registration of the Company or to receive information of the Company pursuant to Section 10, may be assigned by a Holder only to a transferee or assignee of such securities which is a (a) subsidiary, parent, affiliate, general partner, limited partner, retired partner, member or retired member of the Holder, (b) family member of a Holder or trust for the benefit of any Holder that is a natural person or any family member thereof, (c) charitable institution, or (d) any transferee or assignee acquiring not less than 1,500,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares); provided, however, (i) Each Designated the transferor shall have furnished to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and (ii) to the extent that such transferee is not already a party hereto, such transferee shall agree to be bound by all of the terms, and subject to all restrictions, set forth in this Agreement, and shall thereby become a Holder under the terms of this Agreement and (iii) any such transfer by gift to a charitable institution shall be subject to the following: (A) no such charitable institution transferee shall be entitled to the rights granted herein to Major Investors but not other Holders, whether or not the number of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock transferred by gift to such transferee would be sufficient to qualify such transferee as a Major Investor and (B) the terms governing such transfer by gift shall provide that in the event of any registration or other event as to which such charitable institution transferee may transfer be entitled to notice or pledge Registrable Securities to participate, the Company shall be entitled to send any such notices to the transferor and deal only with the associated registration transferor, who shall be solely responsible for providing notice, arranging for signatures on documents and otherwise acting as an administrative agent for such charitable institution with respect to such institution’s rights under this Agreement agreement. With respect to transfers or assignments of rights pursuant to clauses (including transfers occurring a), (b) and (c) hereof, the failure by operation any Holder to comply with clauses (i) and (ii) hereof shall not be deemed a breach of law or this Agreement, however, upon the receipt of notice by reason of intestacy) to a Permitted Assignee, Affiliate Holder from the Company of such Permitted Assignee failure to comply, Holder, and its transferee or pledgee (“Pledgee”) only if (1) subject assignee, shall use their commercially reasonable efforts to provide to the penultimate sentence of this Section 2(d)Company the requisite notice and joinder, such Permitted Assignee or Pledgee agrees as applicable, in writing accordance with clauses (i) and (ii) hereof. In the event that a Holder transfers to be bound as a Designated Holder by more than one transferee, the following shall apply: (A) wherever the provisions of this Agreement require notice to be given to a Holder, such notice will be deemed sufficiently given by notice to each original Holder of Preferred Stock and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in to each transferee that is a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer Holder holding at least 1,500,000 shares of Registrable Securities other than (as set forth in adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares) at the date of such notice; and (B) wherever the provisions of this Section 2(d)Agreement require the consent of a Holder, such securities consent shall no longer constitute be deemed received by the consent of the original Holder of Preferred Stock, or the majority in interest of the transferees of a Holder’s Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. (i) Each Designated Holder No Investor may transfer or pledge Registrable Securities with the associated registration assign all or any portion of its then remaining rights under this Agreement (including transfers occurring except by operation of law pursuant to a merger or by reason similar business combination) without the prior written consent of intestacythe Company; provided that the original Investor may assign its rights and obligations hereunder (in whole or in part) to a Permitted Assignee, 100% owned (directly or indirectly) Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee that agrees in writing with the Company to be bound by this Agreement as a Designated Holder fully as if it were an initial signatory hereto (which Affiliate shall appoint The Corporation Trust Company as its agent to the same extent as the original Investor is required pursuant to Section 11(e)(ii)), and any such transferee may thereafter make corresponding assignments in accordance with this proviso but only to other 100% owned (directly or indirectly) Affiliates of the original Investor. For purposes of clarity, any assignee permitted by the provisions preceding sentence must remain a 100% owned (directly or indirectly) Affiliate of this Agreement and (2) immediately following such transfer the original Investor, or pledgeelse it shall forfeit the rights assigned to it hereunder. Additionally, the further disposition of such Registrable Securities by such Permitted Assignee original Investor may assign its rights and obligations hereunder (in whole or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in part) to a single sale, financial institution generally in the opinion of counsel reasonably satisfactory commercial lending business (a “Lender”) to which the Company, without any limitation as to volume pursuant to Rule 144 (original Investor or any successor rule of its 100% owned (directly or regulationindirectly) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d)Affiliates pledges, such securities shall no longer constitute Registrable Securities, except that encumbers or hypothecates any Registrable Securities or any interest in any Registrable Securities to secure bona fide recourse borrowings effected in good faith so long as: (A) the Investor or any such Affiliate notifies the Company of its intention to enter into such pledge, encumbrance or hypothecation at least five Business Days prior thereto, (B) such Lender is not granted any rights hereunder with respect to the Registrable Securities prior to any foreclosure, and (C) the Lender agrees in writing with the Investor or any such Affiliate and the Company in an agreement that expressly provides that (x) the Company is a party to such Agreement, entitled to enforce such agreement directly against the Lender and (y) such agreement cannot be amended or modified in any manner which adversely affects the Company without the written consent of the Company. In the event any shares of Registerable Common Stock are pledged transferred to one or made more 100% (directly or indirectly) owned Affiliates or a Lender in a manner permitted by this Agreement, the subject Investor shall notify the Company in writing of a Hedging Transaction, single Person which Registrable Securities are not ultimately disposed shall be the authorized representative to receive notices and take all actions on behalf of by the Designated Holder pursuant to such pledge Investor and/or its permitted 100% owned (directly or Hedging Transaction shall, indirectly) Affiliate and Lender assignees. In addition to the extent such Registrable Securities remain “restricted securities” foregoing, the original Investor may transfer some or all of its remaining rights under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release this Agreement in accordance with Section 12 of such pledge or the completion of such Hedging Transactionthis Agreement.

Transfer of Registration Rights. The registration rights of a Holder of Registrable Securities under this Agreement may be transferred as set forth below; provided, that (i) Each Designated Holder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing transferee covenants to be bound as a Designated Holder by the provisions terms of this Agreement and delivers an executed counterpart to this Agreement and (2ii) immediately following the Company is given written notice prior to such transfer transfer. The registration rights of a Holder of Registrable Securities may be transferred to (A) any Affiliate, (B) any partner or pledgeretired partner of any Holder which is a partnership, (C) any member or former member of any Holder which is a limited liability company, (D) any family member or trust for the benefit of any individual Holder, or (E) any transferee which would become a holder of at least 10% of the shares of Registrable Securities (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like), provided that the Company is given written notice thereof. If a Holder transfers or assigns less than all of its Registrable Securities, the further disposition Holder shall retain the registration rights granted under this Agreement with respect to the Registrable Securities retained by such Holder. Notwithstanding the foregoing, the registration rights of a Holder under this Agreement shall not be transferred to a person or entity which is a competitor of the Company, or any Affiliate of such Registrable Securities a person or entity, as determined in good faith by the Board. If reasonably requested by the Company, such Permitted Assignee or Pledgee would be restricted under Holder shall have furnished the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the Company with an opinion of counsel counsel, reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) that such disposition will not require registration of such shares under the Securities Act. Upon It is agreed that the Company will not require opinions of counsel for (i) transactions made pursuant to Rule 144 except in unusual circumstances or (ii) in any transfer of transaction in which a Holder distributes Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release an Affiliate of such pledge Holder or the completion to any general partner, limited partner or member of such Hedging TransactionHolder.

Transfer of Registration Rights. (i) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder Stockholder by the provisions of this Agreement Agreement, such agreement being substantially in the form of Annex A hereto, and (22)(A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144 (or any successor rule or regulation) promulgated under the Securities ActAct or (B) such Permitted Assignee or Pledgee, together with its Affiliates, beneficially owns Registrable Securities representing more than 5% of the outstanding shares of Common Stock as of the date of such transfer or pledge. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. Subject to Section 1.2, the Shareholder shall have the right to Transfer to any Person (isuch Person, a “Transferee Shareholder”), directly or indirectly, by written agreement, any or all of its rights and obligations granted under this Article II (and no other rights or obligations under this Agreement) Each Designated Holder may transfer in connection with a Transfer of all or pledge a portion of its Registrable Securities to such Person; provided that (a) the Shareholder shall have the sole power to exercise the rights granted to the Shareholder under this Article II on behalf of any such Transferee Shareholder, and the Company shall not be obligated to take any action with respect to any Registrable Securities of any such Transferee Shareholder except upon notice and instructions by the associated registration rights Shareholder, (b) any notice or other communication by the Company to the Shareholder with respect to the matters governed by this Article II shall be deemed notice to a Transferee Shareholder with respect to any Registrable Securities held by such Transferee Shareholder, (c) no such Transfer shall increase the aggregate number of Demand Registrations that may be made under Section 2.1 by the Shareholder on behalf of itself or any such Transferee Shareholder to more than two (2) Demand Registrations in any twelve (12)-month period, (d) for purposes of this Article II, including, without limitation, any priority of inclusion or Underwriter Cutback, but not for purposes of determining whether the securities held by any Transferee Shareholder are Registrable Securities, all Registrable Securities held by such Transferee Shareholder shall be deemed held by the Shareholder, and (e) such Transferee Shareholder executes a joinder to this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“PledgeeJoinder”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement form and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel substance reasonably satisfactory acceptable to the Company, without any limitation as to volume pursuant to Rule 144 which (or any successor rule or regulationx) such Transferee Shareholder shall, following the applicable Transfer, become responsible for all obligations applicable to the Shareholder under this Article II with respect to the Securities Act. Upon any transfer of Registrable Securities other than as set forth in Transferred to such Transferee Shareholder and (y) the Company shall acknowledge the rights of the Shareholder Transferee under this Section 2(d), such securities shall no longer constitute Article II. If the Shareholder Transfers only a portion of its Registrable Securities, except that any the Shareholder shall retain all rights and obligations under this Agreement with respect to the portion of the Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant it continues to hold following such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging TransactionTransfer.

Transfer of Registration Rights. (i) Each Designated Holder may transfer or pledge Registrable Securities Securities, or the securities convertible into such Registrable Securities, with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition of such Registrable Securities (including Registrable Securities issuable upon conversion of Convertible Preferred Shares) continue to constitute Registrable Securities as held by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities could not be sold in a single sale, in representing more than 1% of the opinion Non-Convertible Preferred Shares as of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Actdate of such transfer. Upon any transfer or pledge of Registrable Securities or the securities convertible into such Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities (or securities convertible, exercisable or exchangeable for Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactionas applicable).

Transfer of Registration Rights. (i) Each Designated Holder may transfer or pledge Registrable Securities Securities, or the securities convertible into such Registrable Securities, with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition of such Registrable Securities (including Registrable Securities issuable upon conversion of Convertible Preferred Shares) continue to constitute Registrable Securities as held by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities could not be sold in a single sale, in representing more than 1% of the opinion Common Shares as of counsel reasonably satisfactory to the Company, without date of such transfer (counting any limitation Registrable Securities so owned that are Convertible Preferred Shares on an as-converted basis as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Actthough immediately convertible). Upon any transfer or pledge of Registrable Securities or the securities convertible into such Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities (or securities convertible, exercisable or exchangeable for Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactionas applicable).

Transfer of Registration Rights. The rights granted to any Person under this Agreement may be assigned only to (i) Each Designated Holder may transfer a transferee or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, assignee who is an Affiliate of such Permitted Assignee Person, without limitation on the number of such assignments, or pledgee (“Pledgee”ii) only on up to four (4) separate occasions, a transferee or assignee who is not an Affiliate of such Person, in each case in connection with any transfer or assignment of Registrable Securities by a Holder, provided, that: (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) if (1) subject to not already a party thereto, the penultimate sentence of this Section 2(d), such Permitted Assignee assignee or Pledgee transferee agrees in writing prior to such transfer to be bound as a Designated Holder by the provisions of this Agreement applicable to the transferor and (2c) immediately following such transfer or pledge, the further disposition of such transferee shall own Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount representing at least 1,000,000 shares of all such Registrable Securities could not be sold in a single saleCommon Stock, in the opinion of counsel reasonably satisfactory subject to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than Anti-dilution Adjustments." Except as set forth above with respect to Section 9 of the JVP Registration Rights Agreement, any and all other provisions, legends or requirements for legends in this Section 2(dany way, directly or indirectly, limiting or conditioning the free transfer, alienation or assignment of the securities of JVP and associated rights issued by JVP to EIS or its subsidiaries or Affiliates are hereby deleted in their entirety and are of no further force and effect (other than any holdback agreements contemplated by the JVP Registration Rights Agreement), . The Parties hereby agree that the transfer of such securities shall of JVP are thus no longer constitute Registrable Securities, except that subject to contractual restrictions on transfer of any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of kind (other than any holdback agreements contemplated by the Designated Holder pursuant JVP Registration Rights Agreement and except as set forth above with respect to Section 9 of the JVP Registration Rights Agreement). The Parties recognize that such pledge or Hedging Transaction securities remain subject to restrictions imposed under applicable securities laws. JVP will use commercially reasonable efforts to inform its transfer agent, and co-operate with the holder of such securities to confirm with prospective third party transferees from time to time, of the elimination of such restrictions and, if the certificate representing such securities is legended to reflect a contractual restriction, JVP shall, to if requested by the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release holder of such pledge or the completion of securities, shall re-issue such Hedging Transactionsecurities without such restrictive legend.

Transfer of Registration Rights. (a) Each Stockholder may in its sole discretion transfer all or any portion of its then-remaining registration rights under Sections 2 through 11 of this Agreement to (i) Each Designated Holder may any Affiliate of such Stockholder or (ii) any transferee who would satisfy the definition of a “Demand Stockholder” as a result of the acquisition of Warrants or Warrant Shares (other than, in the case of the Warrant Shares, pursuant to an effective Registration Statement) (each, a “Permitted Transferee”). Any transfer or pledge of registration rights pursuant to this Section 12(a) shall be effective upon receipt by the Company of (x) written notice from the Stockholder stating the name and address of any Permitted Transferee and identifying the amount of Registrable Securities with respect to which the associated registration rights under this Agreement are being transferred and the nature of the rights so transferred and (y) a joinder, in the form attached as Exhibit B hereto (the “Joinder”), providing that the Permitted Transferee shall be bound by and shall fully comply with the terms of this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2Section 12) immediately following or another written agreement from the transferee to be bound by the terms of this Agreement. In connection with any such transfer or pledgetransfer, the further disposition of term “Stockholders” as used in this Agreement shall, where appropriate to assign such Registrable Securities by rights to such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities ActTransferee, be deemed to remain “include the Permitted Transferee holder of such Registrable Securities” notwithstanding . The Stockholders and such Permitted Transferees may exercise the release of registration rights hereunder in such pledge or proportion (not to exceed the completion of such Hedging Transactionthen-remaining registration rights hereunder) as they shall agree among themselves.

Transfer of Registration Rights. None of the rights of any Holder under this Agreement shall be transferred or assigned to any person unless (i) Each Designated such person is a Qualifying Holder may transfer (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 hereto. For purposes of this Section 12, the term “Qualifying Holder” shall mean, with respect to any Holder, (a) any corporation, partnership controlling, controlled by, or pledge under common control with, such Holder or any partner thereof, or (b) any other direct transferee from such Holder of at least 25% of those Registrable Securities with Shares held by such Holder. None of the associated registration rights of any Holder under this Agreement shall be transferred or assigned to any Person (including transfers occurring by operation of law or by reason of intestacyincluding, without limitation, a Qualifying Holder) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject that acquires Registrable Shares in the event that and to the penultimate sentence of this Section 2(d), extent that such Permitted Assignee or Pledgee agrees in writing Person is eligible to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of resell such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume Shares pursuant to Rule 144 (of the Securities Act or any successor rule ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or regulation) under more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions other exemption from the registration provisions of the Securities Act. Upon After any transfer of Registrable Securities other than as set forth in accordance with this Section 2(d)12, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject rights and obligations of a Hedging Transaction, which Holder as to any transferred Registrable Securities are not ultimately disposed Shares shall be the rights and obligations of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent Permitted Transferee holding such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging TransactionShares.

Transfer of Registration Rights. (ia) Each Designated Holder may transfer or pledge Registrable Securities with Other than, in the associated registration case of clause (b) of this sentence, the rights and obligations of the Trust relating to “demand” and “piggyback” rights (including, without limitation, those set forth in Section 2.01(b), (d) and (g) and Section 2.02) (the “N on-Transferable Rights”), the rights and obligations of the Trust under this Agreement (including transfers occurring by operation the rights and obligations under Section 2.08, and which, in the case of law obligations of the Trust and any Permitted Transferees, shall be several and not joint) may be transferred or by reason of intestacyassigned (a) to any Subsidiary of the Trust or (b) to any Person that directly acquires from the Trust, in a single transaction, Registrable Securities in an amount equal to or greater than 1% of the outstanding shares of Common Stock (or, if less, all Registrable Securities then held by the Trust) (each such Person, a “Permitted AssigneeTransferee”), Affiliate of such Permitted Assignee or pledgee (“Pledgee”) but only if (1x) subject such transfer or assignment is agreed to in writing, and a copy of such agreement is furnished to the penultimate sentence Corporation prior to or concurrently with such transfer or assignment, (y) prior to or concurrently with such transfer or assignment, such Subsidiary or Permitted Transferee furnishes the Corporation with written notice of this Section 2(dthe name and address of such Subsidiary or Permitted Transferee and the number of Registrable Securities with respect to which such registration rights (other than Non-Transferable Rights) are being transferred or assigned and (z) the Subsidiary or Permitted Transferee agrees in writing with the Corporation to be bound by all the provisions and obligations contained herein applicable to the Trust (other than Non-Transferable Rights), such Permitted Assignee or Pledgee agrees agreement being in writing a form reasonably satisfactory to be bound as a Designated Holder by the provisions of Corporation. The rights and obligations under this Agreement and (2) immediately following such transfer or pledge, of any Permitted Transferee shall terminate automatically upon the further disposition of such date that all Registrable Securities held by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not Transferee may be sold in a single saleday without notice or manner of sale restrictions and, in if the opinion of counsel reasonably satisfactory to Corporation has not complied with its periodic reporting requirements under the CompanyExchange Act, without any limitation as to volume current information, pursuant to to, and in accordance with, Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d)giving effect, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shallif applicable, to “tacking” the extent such Registrable Securities remain “restricted securities” under holding period of the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging TransactionTrust).

Transfer of Registration Rights. The registration rights granted hereunder may be transferred by the Reiling Shareholder at any time, in whole or in part, without the conxxxx xx the Company, to up to five Permitted Transferees (ias that term is defined in that certain Shareholders' and Voting Agreement of even date herewith by and among the Company, MVII, LLC, a California limited liability company, and the Reiling Shareholders) Each Designated Holder may transfer or pledge any person acquiring at least 125,000 of the xxxxxxnding Registrable Securities with from the associated registration rights under Reiling Shareholder or any of its affiliates (each such person being x "Xxxxeholder Transferee" or a "Reiling Shareholder") and the terms and provisions set forth in this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject Xxxxxxxnt shall be binding upon and inure to the penultimate sentence benefit of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to and be bound as a Designated Holder enforceable by the respective successors and assigns of the Reiling Shareholder, whether so expressed or not. Notwithstanding the xxxxxxing provisions of this Agreement and (2) immediately following such transfer or pledgeSECTION 8, the further registration rights granted hereunder with respect to any Registrable Securities may not be transferred if (a) a registration statement with respect to the disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted shall have become effective under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion shall have been disposed of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to such effective registration statement, or (b) such Registrable Securities shall have been sold under circumstances in which all of the applicable conditions of Rule 144 (or any successor rule or regulationsimilar provisions then in force) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that Act are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactionmet.

Transfer of Registration Rights. (i) Each Designated The rights to cause the Company to register securities granted to any party hereto under Section 1 may be assigned by a Holder may transfer only to a transferee or pledge assignee of not less than 5,000,000 shares of Registrable Securities (as appropriately adjusted for stock splits and the like); provided, however, that the Company is given written notice at the time of or within a reasonable time after said assignment, stating the name and address of the transferee or assignee and identifying the securities with the associated respect to which such registration rights are being assigned; and provided further, that the assignee of such rights assumes in writing the obligations of such Holder under this Agreement Section 1. Notwithstanding the foregoing, no such minimum share assignment requirement shall be necessary for an assignment by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder or (E) an Affiliated Fund. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate family members of such Permitted Assignee partners or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of such members who acquire Registrable Securities by such Permitted Assignee gift, will or Pledgee intestate succession) shall be aggregated together and with the partnership or limited liability company; provided that all assignees and transferees who would be restricted under the Securities Act and the entire amount not qualify individually for assignment of all such Registrable Securities could not be sold in registration rights shall have a single saleattorney-in-fact for the purpose of exercising any rights, in the opinion of counsel reasonably satisfactory to the Company, without receiving notices or taking any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) action under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transaction1.

Transfer of Registration Rights. None of the rights of any Holder under this Agreement shall be transferred or assigned to any person unless (i) Each Designated such person acquires Registrable Shares from such Holder may concurrently with such transfer or pledge Registrable Securities assignment, (ii) such person is a Qualifying Holder (as defined below), and (iii) 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. For purposes of this Section 12, the term “Qualifying Holder” shall mean, (a) with respect to the associated registration Initial Holder, any holder of equity securities of such Initial Holder as of the date of this Agreement (provided, that any transfer or assignment of any rights of the Initial Holder under this Agreement shall be transferred to any such holder of equity securities of the Initial Holder in such proportion as the Initial Holder and such holders of equity securities of the Initial Holder have determined as of the date of this Agreement) and (including transfers occurring by operation b) with respect to any Holder other than the Initial Holder, any corporation, partnership controlling, controlled by, or under common control with, such Holder or any partner thereof. None of law the rights of any Holder under this Agreement shall be transferred or by reason of intestacyassigned to any Person (including, without limitation, a Qualifying Holder) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject that acquires Registrable Shares in the event that and to the penultimate sentence of this Section 2(d), extent that such Permitted Assignee or Pledgee agrees in writing Person is eligible to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of resell such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume Shares pursuant to Rule 144 (of the Securities Act or any successor rule or regulation) under other exemption from the registration provisions of the Securities Act. Upon After any transfer of Registrable Securities other than as set forth in accordance with this Section 2(d)12, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject rights and obligations of a Hedging Transaction, which Holder as to any transferred Registrable Securities are not ultimately disposed Shares shall be the rights and obligations of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent Permitted Transferee holding such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging TransactionShares.

Transfer of Registration Rights. (i) Each Designated Holder may transfer or pledge The rights to cause the Company to register Registrable Securities with the associated registration rights granted to a Holder under this Agreement (including transfers occurring may be transferred or assigned by operation of law or by reason of intestacy) such Holder only to a Permitted AssigneeTransferee of Registrable Securities in connection with a transfer of the Registrable Securities, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) and only if (1) subject to the penultimate sentence Company is given written notice at the time of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as within a Designated Holder by the provisions of this Agreement and (2) immediately following such reasonable time after said transfer or pledgeassignment, stating the further disposition name and address of the Permitted Transferee and identifying the Registrable Securities and number of such Registrable Securities by with respect to which such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, registration rights are being assigned. Notwithstanding anything in the opinion of counsel reasonably satisfactory preceding sentence to the Companycontrary, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer no Permitted Transferee of Registrable Securities other than as set forth from a Holder shall succeed to the rights of such Holder under this Agreement unless (i) the transferring Holder agrees in writing with the Permitted Transferee to assign such rights and obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) each such Permitted Transferee becomes a party to this Section 2(d)Agreement by executing a Joinder Agreement hereto, substantially in the form of Exhibit A, (iii) after giving effect to such securities shall no longer constitute Registrable Securitiestransfer, except that any the Registrable Securities that are pledged or made the subject of a Hedging Transaction, which transferred to such Permitted Transferee would be Registrable Securities are not ultimately disposed of if held by the Designated Holders, and (iv) such transfer shall have been made in accordance with the requirements of applicable Law and SEC Guidance. Upon compliance with the foregoing sentence any such Permitted Transferee shall become a Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactionthis Agreement.

Transfer of Registration Rights. (ia) Each Designated A Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company’s Voting Stock) at least 10% of the then issued and outstanding Voting Stock of the Company (each, a “Permitted Transferee”); provided, however, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less but 10% or more of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice at the time of or within a reasonable time after said transfer, stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Xxxxxx as used in this Agreement (other than as set forth in this Section 2(d2(a)(iv)) shall, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made where appropriate to assign the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant rights and obligations hereunder to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities ActPermitted Transferee, be deemed to remain “refer to the Permitted Transferee of such Registrable Securities” notwithstanding . Xxxxxx and any Permitted Transferees may exercise the release registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of such pledge or the completion of such Hedging Transactionwhich it shall have notice as provided above.

Transfer of Registration Rights. (i) Each Designated Holder Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder Stockholder by the provisions of this Agreement Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and and, in the opinion of counsel to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144 (or any successor rule or regulation) promulgated under the Securities ActAct or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder Stockholder pursuant to such pledge (including by way of foreclosure to satisfy the underlying obligation for which the pledge was made) or Hedging Transaction shallTransaction, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

Transfer of Registration Rights. (i) Each Designated Any Holder may transfer freely assign its rights hereunder on a pro rata basis in connection with any sale, transfer, assignment or pledge other conveyance (any of the foregoing, a “Transfer”) of Registrable Securities to any transferee or assignee; provided that all of the following additional conditions are satisfied: (a) such Transfer is effected in accordance with applicable securities laws and the associated registration rights under this Agreement Company’s certificate of incorporation and bylaws then in effect; (including transfers occurring by operation of law or by reason of intestacyb) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee transferee agrees in writing to be bound as a Designated Holder by become subject to the provisions terms of this Agreement by executing a joinder agreement in the form set forth in Exhibit A hereto and delivers it to the Company as promptly as reasonably practicable; and (2c) immediately following the Company is given written notice by such transfer or pledge, the further disposition Holder of such Transfer, stating the name and address of the transferee and identifying the Registrable Securities with respect to which such rights are being Transferred and provide the amount of any other capital stock of the Company beneficially owned by such Permitted Assignee transferee; provided, however, that (i) except with respect to an Affiliate or Pledgee would be restricted under the Securities Act and the entire amount Related Fund of all such Registrable Securities could not be sold an Initial Holder, any rights assigned hereunder shall apply only in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer respect of Registrable Securities that are Transferred and not in respect of any other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that the transferee or assignee may hold and (ii) any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Transferred may cease to constitute Registrable Securities are not ultimately disposed following such Transfer in accordance with the terms of by this Agreement. Following a Transfer in accordance with this Section 9, the Designated Holder pursuant Company shall update the applicable prospectus to include the transferee as a selling holder thereunder promptly upon the receipt of the required information from such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactiontransferee.

Transfer of Registration Rights. The registration rights of a Holder under this Agreement with respect to any Registrable Securities may be transferred or assigned (i) Each Designated to an Affiliate of such Holder, (ii) if Holder may is an individual, to an immediate family member or trust for the benefit of such Holder or one or more of such Holder’s immediate family members, (iii) pursuant to the laws of testamentary or intestate succession or otherwise involuntarily transferred by operation of law, or (iv) if Holder is a partnership, corporation, or limited liability company, to a partner, stockholder or member thereof; provided, however, that (i) such Holder shall, to the extent practicable, give Parent written notice prior to the time of such transfer or pledge Registrable Securities stating the name and address of the transferee and identifying the securities with respect to which the associated registration rights under this Agreement are being transferred; (including transfers occurring by operation of law or by reason of intestacyii) such transferee shall agree in writing, in form and substance reasonably satisfactory to a Permitted AssigneeParent, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement Agreement; and (2iii) immediately following such transfer or pledge, the further disposition of such Registrable Securities securities by such Permitted Assignee or Pledgee would transferee shall be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent set forth under Applicable Securities Laws. Each such Registrable Securities remain Holder that has transferred or assigned such registration rights is referred to as a “restricted securitiesTransferor Holder,” and each such transferee that has been transferred or assigned such registration rights is referred to as a “Permitted Transferee”. Upon notice to Parent that a Transferor Holder shall have transferred or assigned its rights under this Agreement to a Permitted Transferee and the Securities Actdelivery to Parent of the required Seller Documents for such Permitted Transferee, Parent shall promptly file a supplement or amendment to the prospectus forming a part of the Registration Statement setting forth the appropriate information regarding the Permitted Transferee as a selling shareholder thereunder; provided that Parent shall not be deemed required to remain “Registrable Securities” notwithstanding the release of file more than one (1) such pledge supplement or the completion of such Hedging Transactionamendment in any four (4) week period.

Transfer of Registration Rights. (a) Each Stockholder may in its sole discretion transfer all or any portion of its then-remaining registration rights under Sections 2 through 10 of this Agreement to (i) Each Designated Holder may any Affiliate of such Stockholder or (ii) any transferee who would satisfy the definition of a “Demand Stockholder” as a result of the acquisition of Purchased Shares (other than pursuant to an effective Registration Statement) (each, a “Permitted Transferee”). Any transfer or pledge of registration rights pursuant to this Section 11(a) shall be effective upon receipt by the Company of (x) written notice from the Stockholder stating the name and address of any Permitted Transferee and identifying the amount of Registrable Securities with respect to which the associated registration rights under this Agreement are being transferred and the nature of the rights so transferred and (y) a joinder, in the form attached as Exhibit A hereto (the “Joinder”), providing that the Permitted Transferee shall be bound by and shall fully comply with the terms of this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2Section 11) immediately following or another written agreement from the transferee to be bound by the terms of this Agreement. The Company agrees to execute any Joinder promptly upon receipt. In connection with any such transfer or pledgetransfer, the further disposition of term “Stockholders” as used in this Agreement shall, where appropriate to assign such Registrable Securities by rights to such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities ActTransferee, be deemed to remain “Registrable Securities” notwithstanding include the release of Permitted Transferee. The Stockholders and such pledge or Permitted Transferees may exercise the completion of registration rights hereunder in such Hedging Transactionproportion (not to exceed the then-remaining registration rights hereunder) as they shall agree among themselves.

Transfer of Registration Rights. (ia) Each Designated A Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate except the rights of such Permitted Assignee or pledgee Holder (“Pledgee”if any) only if (1) subject to under Section 12 hereof, the penultimate sentence transfer of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to which rights shall be bound as a Designated Holder governed by the provisions of this Agreement and (2Section 12) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer transferee of Registrable Securities that represent (assuming the conversion, exchange, or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each a "Permitted Transferee"); PROVIDED, HOWEVER, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section 11 shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (ten days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term BCC, as used in this Agreement (other than as set forth in this Section 2(d12 and Section 2(a)(iv)), such securities shall no longer constitute Registrable Securitiesshall, except that any Registrable Securities that are pledged or made where appropriate to assign the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant rights and obligations hereunder to such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities ActPermitted Transferee, be deemed to remain “refer to the Permitted Transferee of such Registrable Securities” notwithstanding . BCC and any Permitted Transferees may exercise the release registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe, any such agreements of such pledge or the completion of such Hedging Transactionwhich it shall have notice as provided above.

Transfer of Registration Rights. The registration rights of a Holder under this Agreement with respect to any Registrable Securities may be transferred or assigned (i) Each Designated to an Affiliate of such Holder, (ii) if Holder may is an individual, to an immediate family member or trust for the benefit of such Holder or one or more of such Holder’s immediate family members, (iii) pursuant to the laws of testamentary or intestate succession or otherwise involuntarily transferred by operation of law, or (iv) if Holder is a partnership, corporation, or limited liability company, to a partner, stockholder or member thereof; provided, however, that (i) such Holder shall give Parent written notice prior to the time of such transfer or pledge Registrable Securities stating the name and address of the transferee and identifying the securities with respect to which the associated registration rights under this Agreement are being transferred; (including transfers occurring by operation of law or by reason of intestacyii) such transferee shall agree in writing, in form and substance reasonably satisfactory to a Permitted AssigneeParent, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement Agreement; and (2iii) immediately following such transfer or pledge, the further disposition of such Registrable Securities securities by such Permitted Assignee or Pledgee would transferee shall be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shall, to the extent set forth under Applicable Securities Laws. Each such Registrable Securities remain Holder that has transferred or assigned such registration rights is referred to as a “restricted securitiesTransferor Holder,” and each such transferee that has been transferred or assigned such registration rights is referred to as a “Permitted Transferee”. Upon notice to Parent that a Transferor Holder shall have transferred or assigned its rights under this Agreement to a Permitted Transferee and the Securities Actdelivery to Parent of the required Seller Documents for such Permitted Transferee, Parent shall promptly file a supplement or amendment to the prospectus forming a part of the Registration Statement setting forth the appropriate information regarding the Permitted Transferee as a selling shareholder thereunder; provided that Parent shall not be deemed required to remain “Registrable Securities” notwithstanding the release of file more than one (1) such pledge supplement or the completion of such Hedging Transactionamendment in any four (4) week period.

Transfer of Registration Rights. The registration rights of any Holder (iand of any Permitted Transferee of any Holder or its Permitted Transferees) Each Designated under this Agreement with respect to any Registrable Shares may be transferred to any Permitted Transferee as a gift, partnership distribution or other non-sale related transfer without consideration (a “Permitted Transfer”); provided that (a) ABIOMED is given written notice by the Holder may transfer or pledge at the time of such Permitted Transfer stating the name and address of the Permitted Transferee and identifying the Registrable Securities Shares with respect to which the associated registration rights under this Agreement are being assigned, (including transfers occurring by operation of law or by reason of intestacyb) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject Transferee executes and delivers such agreements as ABIOMED may reasonably require in order to the penultimate sentence of this Section 2(d), confirm that such Permitted Assignee or Pledgee Transferee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and the Purchase Agreement, and (2c) immediately following notwithstanding anything to the contrary contained in this Agreement, ABIOMED shall not be obligated to file any post-effective amendments or prospectus supplements to any outstanding registration statements contemplated by this Agreement for the purposes of updating the selling stockholders listed in such transfer or pledge, registration statements to include the further disposition Permitted Transferees other than on a quarterly basis in connection with the timing of such Registrable Securities by its filing of annual reports on Form 10-K and quarterly reports on Form 10-Q and such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could Transferees shall not be sold in a single sale, in the opinion of counsel reasonably satisfactory allowed to the Company, without sell any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of shares covered by the Designated Holder pursuant to Permitted Transfer under any such pledge registration statement until such time as such post-effective amendments or Hedging Transaction shallprospectus supplements are filed unless it is determined, to the extent satisfaction of ABIOMED’s counsel, that no such Registrable Securities remain “restricted securities” post-effective amendments or prospectus supplements are required under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactionapplicable securities laws.

Transfer of Registration Rights. (ia) Each Designated Holder may transfer or pledge Registrable Securities with The rights and obligations of the associated registration rights Holders under this Agreement (including transfers occurring the rights and obligations under Section 2.06, and which, in the case of obligations of a Holder and any Permitted Transferees of such Holder, shall be several and not joint) may be transferred or assigned to (i) by operation of law or by reason of intestacy) a Holder to a Permitted Assignee, any Affiliate of such Holder or (ii) any Person that directly acquires from the Holder, in a single transaction, Registrable Securities in an amount equal to or greater than two percent (2%) of the outstanding shares of Common Stock (or, if less, all Registrable Securities then held by such Holder and its Affiliates) (each such Person, a “Permitted Assignee or pledgee (“PledgeeTransferee”) ), but only if (1x) subject such transfer or assignment is agreed to in writing, and a copy of such agreement is furnished to the penultimate sentence of this Section 2(d)Company prior to or concurrently with such transfer or assignment, (y) prior to or concurrently with such transfer or assignment, such Permitted Assignee Transferee furnishes the Company with written notice of the name and address of such Permitted Transferee and the number of Registrable Securities with respect to which such registration rights are being transferred or Pledgee assigned and (z) the Permitted Transferee agrees in writing with the Company to be bound as a Designated Holder by all the provisions of and obligations contained herein applicable to the respective Holder, such agreement being in a form reasonably satisfactory to the Company. The rights and obligations under this Agreement and (2) immediately following such transfer or pledge, of any Permitted Transferee shall terminate automatically upon the further disposition of such date that all Registrable Securities held by such Permitted Assignee or Pledgee would be restricted under Transferee (together with the Securities Act and the entire amount of all such Registrable Securities could not held by its Affiliates) may be sold in a single saleday without notice or manner of sale restrictions and, in if the opinion of counsel reasonably satisfactory to Company has not complied with its periodic reporting requirements under the CompanyExchange Act, without any limitation as to volume current information, pursuant to to, and in accordance with, Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in this Section 2(d)giving effect, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such pledge or Hedging Transaction shallif applicable, to “tacking” the extent such Registrable Securities remain “restricted securities” under holding period of the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging TransactionHolder).

Transfer of Registration Rights. (i) Each Designated Holder may transfer or pledge Provided that the Company is given written notice by the holder of Registrable Securities with at the associated registration rights under this Agreement (including transfers occurring by operation time of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the provisions of this Agreement and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act. Upon any transfer of Registrable Securities other by the holder stating the name and address of the transferee of such Registrable Securities and identifying the Registrable Securities with respect to which the rights under this Article VII are being assigned, the rights of the Stockholders under this Article VII may be transferred (but only with the related obligations) at any time to (a) any Affiliate of such Stockholder or (b) any Immediate Family Member of such Stockholder, any trust established for the benefit of such Stockholder or his or her Immediate Family Members, an entity owned, directly or indirectly, by such a trust, any beneficiary of such Stockholder’s will through a disposition under such will or any intestate heir in the absence of a will; provided that, in each case, (i) such transfer of securities is in accordance with all applicable state and federal securities laws and regulations and with this Agreement and (ii) the transferee enters into a joinder to this Agreement in form and substance reasonably satisfactory to the Company (and the addition of such transferee as a party to this Agreement shall not be deemed to be an amendment or modification to this Agreement). In connection with any transfer by a holder of less than as set forth in this Section 2(d), such securities shall no longer constitute the entire amount of its Registrable Securities, except that such holder shall continue to control the rights hereunder but shall be entitled to include such transferee in any elections it makes under this Article VII. If a holder of Registrable Securities that are pledged transfers all of its Registrable Securities, all rights hereunder shall be controlled by such transferee, if one, or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to transferee designated by the holder transferring such pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding the release of such pledge or the completion of such Hedging Transactionrights if more than one.