Common use of Transfer of Rights Clause in Contracts

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) the transferee or assignee of such rights must not be a person deemed by the Board, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with such partnership, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors Holders under Sections 3.1 3 and 3.2 4 of this Agreement may be assigned by any Holder Investor or its Affiliates to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring the lesser of (a) at least three hundred thousand 50% of the Registrable Securities and Convertible Securities then held by such Investor or its Affiliates with respect to the first transfer by such Investor or its Affiliates to a non-Affiliate, 100% of the Registrable Securities and Convertible Securities then held by such Investor or its Affiliates with respect to any subsequent transfer by such Investor or its Affiliates to a non-Affiliate, or 100% of the Registrable Securities and Convertible Securities held by a transferee or assignee of a Holder to a non-Affiliate of such transferee or assignee, and (300,000b) at least 2,000,000 shares (or all (whichever is lessersuch lesser number of shares as would be held by an Investor who has a Total Capital Commitment of $2,727,200 as defined in the Purchase Agreement, and who has not sold any shares acquired under the Purchase Agreement) of such Holder’s the Convertible Securities or Registrable Securities (equitably as adjusted for all stock splitscombinations, consolidations, subdivisions, stock dividends, combinations splits and the like)like with respect to such shares) to a non-Affiliate; provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) the transferee or assignee Board of such rights Directors must consent to the assignment, which consent shall not be a person deemed by the Boardunreasonably withheld, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the such transferee agrees or assignee must agree in writing to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnershipcorporation, partnership or limited liability company or corporation may transfer such Holder’s Registration rights (1) under Sections 3 and 4 to entities affiliated directly or indirectly with such partnership, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholderHolder’s Affiliates, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8Affiliates.

Transfer of Rights. The rights to information under Section 2 and the right granted hereunder to cause the Company to Register register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee (but only with all related obligations) (a) of any Convertible Securities or Holder who acquires at least 50% of the Registrable Securities not sold to the public acquiring at least three hundred thousand originally purchased by Holder (300,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities shares, if less) (equitably as adjusted for all stock splits, subdivisions, stock dividends, recapitalizations, reclassifications, combinations and the like); provided, however, that or (b) (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or shareholder of a Holder or that is an Affiliated Fund; provided that the assignees appoint a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Agreement; and provided, further, in each case: (A) the Company must receive prompt is, within a reasonable time after such transfer, furnished with written notice prior to the time of said transfer, stating the name and address of said such transferee or assignee and identifying the securities with respect to which such registration rights are being assigned, ; (iiB) the such transferee or assignee of such rights must not be a person deemed by the Board, agrees in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 8 hereof; and (C) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Notwithstanding For the limitation set forth in purposes of determining the foregoing sentence respecting the minimum number of shares which must be transferredof 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, (ay) any Holder which is a partnership, limited liability company who are members or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with such partnership, the manager retired members of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblingsincluding spouses and ancestors, lineal descendants and siblings of such partners or ancestors of any such partner (members who acquire Registrable Securities by gift, will or retired partner), member (or retired memberintestate succession) or stockholder, (4z) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit corporation who are affiliates of such Holder corporation shall be aggregated together and with the partnership or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8limited liability company.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand One Hundred Twenty-Five Thousand (300,000125,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the likelike with respect to such shares); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, and (ii) with respect to the rights to information and inspection under Section 2, the transferee or assignee of such rights must not be a person deemed by the Board, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this AgreementCompany. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation partnership may transfer such Holder’s rights to such Holder’s constituent partners, retired partners (1) to entities affiliated directly or indirectly with such partnershipincluding spouses, the manager ancestors, lineal descendants and siblings of such limited liability companypartners or spouses who acquire Convertible Securities or Registrable Securities by gift, such will or intestate succession), (b) any Holder which is a limited liability company or may transfer such corporation, (2) any partner (Holder’s rights to such Holder’s constituent members or retired or incoming partner) members (including spouses, member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblingsancestors, lineal descendants and siblings of such members or ancestors of any such partner (spouses who acquire Convertible Securities or retired partnerRegistrable Securities by gift, will or intestate succession), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (bc) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (cd) any Holder that holds shares in its capacity as trustee, manager is a partnership or custodian of a trust limited liability company may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trustan Affiliate, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement Agreement, and without restriction as (e) any Holder may transfer such Holder’s rights to any other Holder who has the right to cause the Company to Register securities granted by the Company to the number or percentage of shares acquired by any such transfereeInvestors under Sections 3.1 and 3.2. The rights under Sections 2, 3.1 4 and 3.2 5 may be assigned by an Investor only as provided in this such Section 3.8Sections.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand five percent (300,0005%) shares of the outstanding Registrable Securities on an as-converted to Common Stock basis, or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) the transferee or assignee of such rights must not be a person deemed by the Board, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares Registrable Securities which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with such partnership, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) ), member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand One Hundred Fifty Thousand (300,000150,000) shares or all (whichever is lesser) of such Holder’s Registrable 's Convertible Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, and (ii) with respect to the rights to information and inspection under Section 2, the transferee or assignee of such rights must not be a person deemed by the Board, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this AgreementCompany. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation partnership may transfer such Holder’s 's rights (1) to entities affiliated directly or indirectly with such partnership, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnershipHolder's constituent partners, limited liability company or corporationpartners, respectivelyretired partners (including spouses, (3) the spouse, siblingsancestors, lineal descendants and siblings of such partners or ancestors of any such partner (spouses who acquire Convertible Securities or retired partnerRegistrable Securities by gift, will or intestate succession), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s 's rights to any immediate family member member, niece or nephew or to any trust created for the benefit of such Holder or his or her immediate family members, nieces or nephews, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration 's rights to a replacement trustee, manager or custodian of the relevant trustan Affiliate, subject in each case to such transferee’s 's agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transfereeAgreement. The rights under Sections 2, 3.1 4 and 3.2 5 may be assigned by an Investor only as provided in this such Section 3.8Sections.

Transfer of Rights. The (a) Any Equityholder (the “Transferring Equityholder”) may transfer all or any portion of its rights under this Agreement to information (i) any transferee (the “Transferee”) of any interests in the Lead Investor or Registrable Securities held by such Transferring Equityholder or (ii) any Permitted Transferee of Class C Units in accordance with the applicable partnership agreement of the Equityholder; provided that in either event, such transfer is in accordance with the limited partnership agreement applicable to such Transferring Equityholder or any other agreement restricting transfer of Registrable Securities or Class C Units, as applicable, to which an Equityholder is a party. Any such transfer of rights under Section 2 and the right to cause the Company to Register securities granted this Agreement will be effective upon receipt by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, from such Transferring Equityholder stating the name and address of said any transferee or assignee and identifying the securities number of Registrable Securities with respect to which such rights under this Agreement are being assignedtransferred and the nature of the rights so transferred, and (ii) a written agreement from the transferee or assignee of such rights must not be a person deemed by the Board, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees Transferee to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares , upon which must such Transferee will be transferred, (a) any Holder which is a partnership, limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with such partnership, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing deemed to be bound by a party hereto and have the rights and restrictions obligations of the Transferring Equityholder hereunder with respect to the Registrable Securities transferred. However, if such Transferees are receiving Registrable Securities through an In-Kind Distribution with an ability to resell Shares off of a shelf Registration Statement, no such written agreement is required, and such in-kind Transferees will, as transferee Equityholders, be entitled as third party beneficiaries to the rights under this Agreement so transferred. In that regard, in-kind Transferees will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off of a shelf with respect to which no special actions are required by the Company or the other Equityholders. The Company and without restriction the transferring Equityholder will notify the other Equityholders as to who the number or percentage Transferees are and the nature of shares acquired by any such transferee. The the rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8so transferred.

Transfer of Rights. All rights of Shareholders under this ------------------ Agreement shall be transferable by Shareholders to a Related Transferee (as defined in the Shareholders Agreement) who acquires Registrable Securities in compliance with Section 4.1(f) of the Shareholders Agreement and who executes an instrument in form and substance satisfactory to the Company in which it agrees to be bound by the terms of this Agreement as if an original signatory hereto, in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. The incidental registration rights to information or benefits of this Agreement and the demand registration rights, including indemnification by Company, shall be transferable by Shareholders only in a transaction permitted under Section 2 4.1(c) or 4.1(d) of the Shareholders Agreement to a transferee that is not an Affiliate of the Company who receives at least an aggregate of 1,000,000 shares of Common Stock, in the case of incidental registration rights, or 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) or such lesser number of shares as would yield gross proceeds of not less than $50 million (as calculated in accordance with the first paragraph of Section 2.2) for each right to demand registration, in the case of demand registration rights. In the case of any assignment, the party or parties who have the rights and benefits of Shareholders under this Agreement shall become parties to and be subject to this Agreement, and shall not, as a group, have the right to cause request any greater number of registrations than Shareholders would have had if no assignment had occurred. Upon any transfer of the registration rights or benefits of this Agreement, Shareholders shall give Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, or promptly following such transfer stating the name and address of said the transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) . Such notice shall include or be accompanied by a written undertaking by the transferee or assignee of such to comply with the obligations imposed hereunder. In the event any registration rights must not be a person deemed by the Board, are transferred in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by accordance with the terms and conditions of this Agreement. Notwithstanding , any actions required to be taken by Shareholders will be taken with the limitation set forth in approval of the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with such partnership, the manager holders of such limited liability companyregistration rights who hold a majority of the Registrable Securities, whose actions shall bind all such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder holders of such partnershipregistration rights provided that, limited liability company any actions -------- required to be taken by the Apollo/Blackstone Shareholders will be taken with the approval of the holders of such registration rights who hold a majority of the Registrable Securities originally held by the Apollo/Blackstone Shareholders or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any in such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, other manner as the case may beApollo/Blackstone Shareholders shall agree, whose actions shall bind all holders (bincluding all non-Apollo/Blackstone Shareholders) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8.registration rights..

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 this Agreement may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) 250,000 shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all any stock splits, subdivisions, stock dividends, changes, combinations and or the like); provided, however, that (ia) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (iib) the transferee or assignee of such rights must not be a person deemed by the BoardBoard of Directors of the Company, in its best reasonable judgment, to be a competitor or potential competitor of the Company Company, and (iiic) the such transferee agrees or assignee must agree to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (ai) any Holder which that is a partnership, limited liability company or corporation may transfer such Holder’s Registration rights to (1A) to entities affiliated directly or indirectly with such partnershippartnership or its manager, the manager of such limited liability company, such limited liability company or such corporation, (2B) any partner (or retired partner or incoming partner) ), member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3C) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4D) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5E) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder or the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (cii) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and case, without restriction as to the number or percentage of shares acquired by any such transferee. The transferee and (iii) Nomura Phase4 Ventures LP and its affiliated funds may transfer its Registration rights under Sections 2to any other investment fund managed by the same manager or adviser as Nomura Phase4 Ventures LP or to any partner, 3.1 and 3.2 may be assigned by an Investor only as provided participant in this or manager of or adviser to Nomura Phase4 Ventures LP or such Section 3.8investment fund.

Transfer of Rights. All rights of Shareholders under this Agreement shall be transferable by Shareholders to a Related Transferee (as defined in the Shareholders Agreement) who acquires Registrable Securities in compliance with Section 4.1(f) of the Shareholders Agreement and who executes an instrument in form and substance satisfactory to the Company in which it agrees to be bound by the terms of this Agreement as if an original signatory hereto, in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. The incidental registration rights to information or benefits of this Agreement and the demand registration rights, including indemnification by Company, shall be transferable by Shareholders only in a transaction permitted under Section 2 4.1(c) or 4.1(d) of the Shareholders Agreement to a transferee that is not an Affiliate of the Company who receives at least an aggregate of 1,000,000 shares of Common Stock, in the case of incidental registration rights, or 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) or such lesser number of shares as would yield gross proceeds of not less than $50 million (as calculated in accordance with the first paragraph of Section 2.2) for each right to demand registration, in the case of demand registration rights. In the case of any assignment, the party or parties who have the rights and benefits of Shareholders under this Agreement shall become parties to and be subject to this Agreement, and shall not, as a group, have the right to cause request any greater number of registrations than Shareholders would have had if no assignment had occurred. Upon any transfer of the registration rights or benefits of this Agreement, Shareholders shall give Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, or promptly following such transfer stating the name and address of said the transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) . Such notice shall include or be accompanied by a written undertaking by the transferee or assignee of such to comply with the obligations imposed hereunder. In the event any registration rights must not be a person deemed by the Board, are transferred in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by accordance with the terms and conditions of this Agreement. Notwithstanding , any actions required to be taken by Shareholders will be taken with the limitation set forth in approval of the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with such partnership, the manager holders of such limited liability companyregistration rights who hold a majority of the Registrable Securities, whose actions shall bind all such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder holders of such partnershipregistration rights provided that, limited liability company any actions required to be taken by the Apollo/Blackstone Shareholders will be taken with the approval of the holders of such registration rights who hold a majority of the Registrable Securities originally held by the Apollo/Blackstone Shareholders or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any in such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, other manner as the case may beApollo/Blackstone Shareholders shall agree, whose actions shall bind all holders (bincluding all non-Apollo/Blackstone Shareholders) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8.registration rights..

Transfer of Rights. The rights to information under Sections 2, the right of first refusal under Section 2 3 and the right to cause the Company to Register securities granted by the Company to the Investors Holders under Sections 3.1 6 and 3.2 7 of this Agreement may be assigned by any Holder Investor or its Affiliates to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring the lesser of (a) at least three hundred thousand 50% of the Registrable Securities and Convertible Securities then held by such Investor or its Affiliates with respect to the first transfer by such Investor or its Affiliates to a non-Affiliate, 100% of the Registrable Securities and Convertible Securities then held by such Investor or its Affiliates with respect to any subsequent transfer by such Investor or its Affiliates to a non-Affiliate, or 100% of the Registrable Securities and Convertible Securities held by a transferee or assignee of a Holder to a non-Affiliate of such transferee or assignee, and (300,000b) at least 2,000,000 shares (or all (whichever such lesser number of shares as would be held by an Investor who is lessernot a Defaulting Investor, who has a Total Capital Commitment of $2,727,200 as defined in the Purchase Agreement, and who has not sold any shares acquired under the Purchase Agreement) of such Holder’s the Convertible Securities or Registrable Securities (equitably as adjusted for all stock splitscombinations, consolidations, subdivisions, stock dividends, combinations splits and the like)like with respect to such shares) to a non-Affiliate; provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) the transferee or assignee Board of such rights Directors must consent to the assignment, which consent shall not be a person deemed by the Boardunreasonably withheld, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the such transferee agrees or assignee must agree in writing to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnershipcorporation, partnership or limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with information under Section 2, right of first refusal under Section 3 and Registration rights under Sections 6 and 7 to such partnership, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholderHolder’s Affiliates, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8Affiliates.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand One Hundred Fifty Thousand (300,000150,000) shares or all (whichever is lesser) of such Holder’s Registrable Convertible Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the likelike with respect to such shares); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) the transferee or assignee of such rights must not be a person deemed by the Board, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation partnership may transfer such Holder’s rights to such Holder’s constituent partners, limited partners, retired partners (1) to entities affiliated directly or indirectly with such partnershipincluding spouses, the manager ancestors, lineal descendants and siblings of such limited liability companypartners or spouses who acquire Convertible Securities or Registrable Securities by gift, such will or intestate succession), (b) any Holder which is a limited liability company or may transfer such corporation, (2) any partner (Holder’s rights to such Holder’s constituent members or retired or incoming partner) members (including spouses, member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblingsancestors, lineal descendants and siblings of such members or ancestors of any such partner (spouses who acquire Convertible Securities or retired partnerRegistrable Securities by gift, will or intestate succession), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (bc) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member member, niece or nephew or to any trust created for the benefit of such Holder or his or her immediate family members, and nieces or nephews, (cd) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trustan Affiliate, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement Agreement, and without restriction as (e) any Holder may transfer such Holder’s rights to any other Holder who has the right to cause the Company to Register securities granted by the Company to the number or percentage of shares acquired by any such transfereeInvestors under Sections 3.1 and 3.2. The rights under Sections 2, 3.1 4 and 3.2 5 may be assigned by an Investor only as provided in this such Section 3.8Sections.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 this Agreement may be assigned by any Holder Investor (along with any obligations of such Investor) from time to time in whole or in part to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) 10,000 shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all any stock splits, subdivisions, stock dividends, changes, combinations and or the like) (a “Permitted Transferee”); provided, however, that (i) the Company must receive prompt written notice of said transfer no later than fifteen (15) days prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) the transferee or assignee of such rights must not be a person deemed by the BoardBoard of Directors of the Company, in its best judgment, within ten (10) days after the Company receives notice of such transfer, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this AgreementCompany. Notwithstanding the limitation limitations set forth in the foregoing sentence respecting the minimum number of shares which must be transferredsentence, no restrictions shall apply to a transfer by: (ai) any Holder an Investor which is a partnershiplimited or general partnership or limited liability company to its constituent general or limited partners or members or a retired partner or member of such partnership or limited liability company who retires after the date hereof, or to the estate of any such partner or member or retired partner or member or transfer by gift, will or intestate succession to any such partner’s or member’s spouse or lineal descendants or ancestors, or up to three dispositions per calendar year by any such partner or member to any other trust established by such member or partner, or to any affiliated limited or general partnership or limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly other investment fund under common control or indirectly with such partnership, the manager of such limited liability company, such limited liability company or such corporationinvestment management, (2ii) an Investor to any partner (spouse or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) to the spouse, siblings, lineal descendants or ancestors of any such partner (Investor or retired partner), member (his or retired member) her spouse or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee a trust for the benefit of any such partner persons, or (or retired partner), member (or retired memberiii) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights an Investor to any immediate family member or to affiliated venture capital fund of any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject investor; if in each such case to such transferee’s agreeing the transferee agrees in writing to be bound by subject to the rights and restrictions terms of this Agreement and without restriction as to the number same extent if such transferee were an Investor; provided, however, that each Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Registrable Securities were originally offered and sold or percentage of shares acquired by any such transferee. The rights would itself require registration under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8the Securities Act or applicable state securities laws.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors Holders under Sections 3.1 and 3.2 this Agreement may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) shares 50% of the then outstanding Convertible Securities or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all any stock splits, subdivisions, stock dividends, changes, combinations and or the like)) held by such Holder on the date hereof; provided, however, that (ix) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such information and Registration rights are being assigned, (iiy) the transferee or assignee of such rights must not be a person deemed by the BoardBoard of Directors of the Company, in its best judgment, to be a competitor or potential competitor of the Company Company, and (iiiz) the transferee or assignee agrees in writing to be subject to and bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (ai) any Holder which is a partnership, limited liability company or corporation partnership may transfer such Holder’s 's Registration rights to such Holder's constituent partners; (1) to entities affiliated directly or indirectly with such partnership, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (bii) any Holder or Holders, each of which is a natural person corporation, may transfer such Holder’s 's or Holders' Registration rights to any immediate family member corporation or to any trust created for other entity at least 50% in interest of which is owned by such Holder or Holders or the benefit owners of at least 50% in interest of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and Holders without restriction as to the number or percentage of shares acquired by any such transferee. The constituent partner, corporation or other entity; (iii) any Holder which is a registered investment company may transfer such Holder's Registration rights under Sections 2, 3.1 to another registered investment company with a common investment advisor; and 3.2 (iv) any Holder which is a trust may be assigned by an Investor only transfer such Holder's Registration rights to a successor trustee or trustees or to a successor trust or trusts for the benefit of the same beneficiaries as provided in this the beneficiaries of such Section 3.8Holder.

Transfer of Rights. The (a) Any Shareholder may transfer all or any portion of its rights under this Agreement to information any direct or indirect transferee of shares held by such Shareholder to the extent such transfer is not in violation of any requirements applicable under Section 2 and any agreement such Shareholder has with the right to cause the Company to Register securities granted Company. Any such transfer of registration rights will be effective upon receipt by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, from such Shareholder stating the name and address of said any transferee or assignee and identifying the securities number of shares with respect to which such rights under this Agreement are being assignedtransferred and the nature of the rights so transferred, and (ii) the a written agreement from such transferee or assignee of such rights must not be a person deemed by the Board, in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees Shareholder to be bound by the terms and conditions of this Agreement. Notwithstanding However, if such transferees constitute the limitation partners or members of Certares Holdings LLC, Certares Holdings (Blockable) LLC or Certares Holdings (Optional) LLC, and their respective affiliated investment vehicles utilized in connection with the investment in the Company, including relevant co-invest and side-by-side entities and their respective investment vehicles (collectively, “Certares”) and such partners or members are receiving shares through an in-kind distribution as contemplated by Section 6.4, (i) no such written agreement is required, and (ii) such in-kind transferees (as well as other persons or entities to whom such in-kind transferees transfer such shares) will, as transferee Shareholders, be entitled solely to the rights set forth in the foregoing subsequent sentence respecting and in Section 3.8, Article V and Section 6.4 as third-party beneficiaries to the minimum number rights under this Agreement so transferred. In that regard, in-kind transferees and their transferees that receive shares pursuant to Section 6.4 will not be given demand or piggyback rights; rather, their means of shares registered resale will be limited to sales off a shelf registration statement with respect to which must be transferred, (a) any Holder which is a partnership, limited liability company no special actions are required by the Company or corporation may transfer such Holder’s rights (1) the other Shareholders. The Company and the transferring Shareholder will notify the other Shareholders as to entities affiliated directly or indirectly with such partnership, who the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) transferees are and the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian nature of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8so transferred.

Transfer of Rights. All rights of Shareholders under this Agreement shall be transferable by Shareholders to a Related Transferee (as defined in the Shareholders Agreement) who acquires Registrable Securities in compliance with Section 4.1(f) of the Shareholders Agreement and who executes an instrument in form and substance satisfactory to the Company in which it agrees to be bound by the terms of this Agreement as if an original signatory hereto, in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. The incidental registration rights to information or benefits of this Agreement and the demand registration rights, including indemnification by Company, shall be transferable by Shareholders only in a transaction permitted under Section 2 4.1(c) or 4.1(d) of the Shareholders Agreement to a transferee that is not an Affiliate of the Company who receives at least an aggregate of 1,000,000 shares of Common Stock, in the case of incidental registration rights, or 2,500,000 shares of Common Stock or such lesser number of shares as would yield gross proceeds of not less than $50 million (as calculated in accordance with the first paragraph of Section 2.2) for each right to demand registration, in the case of demand registration rights. In the case of any assignment, the party or parties who have the rights and benefits of Shareholders under this Agreement shall become parties to and be subject to this Agreement, and shall not, as a group, have the right to cause request any greater number of registrations than Shareholders would have had if no assignment had occurred. Upon any transfer of the registration rights or benefits of this Agreement, Shareholders shall give Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, or promptly following such transfer stating the name and address of said the transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) . Such notice shall include or be accompanied by a written undertaking by the transferee or assignee of such to comply with the obligations imposed hereunder. In the event any registration rights must not be a person deemed by the Board, are transferred in its best judgment, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by accordance with the terms and conditions of this Agreement. Notwithstanding , any actions required to be taken by Shareholders will be taken with the limitation set forth in approval of the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation may transfer such Holder’s rights (1) to entities affiliated directly or indirectly with such partnership, the manager holders of such limited liability companyregistration rights who hold a majority of the Registrable Securities, whose actions shall bind all such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder holders of such partnershipregistration rights provided that, limited liability company any actions required to be taken by the Apollo/Blackstone Shareholders will be taken with the approval of the holders of such registration rights who hold a majority of the Registrable Securities originally held by the Apollo/Blackstone Shareholders or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any in such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, other manner as the case may beApollo/Blackstone Shareholders shall agree, whose actions shall bind all holders (bincluding all non-Apollo/Blackstone Shareholders) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8.registration rights..

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Section 5 and to Major Investors under Sections 3.1 6 and 3.2 8 of this Agreement may be assigned by to any Holder to a transferee or assignee assignee, other than a Competitor (as defined below) of the Company in connection with any Convertible transfer or assignment of Registrable Securities or Registrable Common Shares by the Holder, provided that: (i) such transfer is otherwise effected in accordance with Applicable Securities not sold Laws, the Company’s Articles and the terms of this Agreement; (ii) such transfer is effected in accordance with the terms of the Amended and Restated Right of First Refusal and Co-Sale Agreement between the Company, the Investors and others dated of even date herewith, as may be amended from time to time; (iii) in the public acquiring case of Sections 5 and 8, such assignee or transferee acquires at least three hundred thousand five percent (300,0005%) shares (as adjusted for stock splits, dividends, combinations, recapitalizations or all (whichever is lesserthe like) of such Holder’s all Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (iincluding Preferred Shares convertible into Registrable Securities) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, (ii) the transferee or assignee of such rights must not be a person deemed originally held by the BoardHolder, in its best judgmentexcept that assignments or transfers to affiliates, to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnershippartners, limited liability company partners, general partners, retired partners, members, former members, shareholders or corporation may transfer such Holder’s rights (1) to entities affiliated directly other affiliates of a Holder or indirectly with such partnership, the manager of such limited liability company, such limited liability company immediate family members or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee trusts established for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any a Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to shall be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may to be assigned or transferred; (iv) written notice is promptly given to the Company; and (v) such transferee or assignee agrees in writing to be bound by an the provisions of this Agreement and subject to all of the terms and conditions hereof, including in the case of a Major Investor only as provided the shareholding requirements thereof. “Competitor” shall mean, upon the advice of counsel, any natural person, firm, partnership, corporation, entity, business or other organization that is directly or indirectly engaged in this such Section 3.8or actively participates in any activity or line of business in which the Company or any of its Subsidiaries then engages or participates in, but shall not include any financial investment firm or collective investment vehicle that, together with its affiliates, holds less than twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its affiliates, have a right to designate any members of the Board of Directors of any Competitor; notwithstanding anything to the contrary in the foregoing, in no event shall (a) DCVC Bio, L.P. or any of its affiliates, (b) OrbiMed Royalty & Credit Opportunities III, LP or any of its affiliates, or (c) Xxx Xxxxx and Company or any of its affiliates, be deemed a Competitor.

Transfer of Rights. The rights to information under Section 2 Sections 2, 3 and ------------------ 4, the right to cause the Company to Register securities securities, and the Right of First Offer under Section 12 granted by the Company to the Investors under Sections 3.1 and 3.2 this Agreement may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three hundred thousand (300,000) 100,000 shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all any stock splits, subdivisions, stock dividends, changes, combinations and or the like)) or, if less, 100% of such Holder's Registrable Securities; provided, however, that (i) the shares of Registrable Securities acquired by said transferee must constitute at least 20% of Holder's aggregate Registrable Securities immediately prior to the transfer, (ii) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such information and Registration rights are being assigned, (iiiii) shares obtained by partners of Holders pursuant to a partnership distribution may be aggregated, and (iv) the transferee or assignee of such rights must not be a person deemed reasonably determined by the Board, in its best judgment, Board of Directors of the Company to be a competitor or potential competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this AgreementCompany. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation may transfer such Holder’s 's rights (1) to entities affiliated directly or indirectly with such partnershipunder Sections 2, the manager of such limited liability company3, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian 12 and the right of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trust, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and Permitted Transferee without restriction as to the number or percentage of shares acquired by any such transferee. The rights under Sections 2, 3.1 and 3.2 may be assigned by an Investor only as provided in this such Section 3.8acquired.

Transfer of Rights. The rights to information under Section 2 and the right to cause the Company to Register securities granted by the Company to the Investors under Sections 3.1 and 3.2 may be assigned by any Holder to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring at least three five hundred thousand (300,000500,000) shares or all (whichever is lesser) of such Holder’s Registrable Securities (equitably adjusted for all stock splits, subdivisions, stock dividends, combinations and the like); provided, however, that (i) the Company must receive prompt written notice prior to the time of said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such rights are being assigned, and (ii) with respect to the rights to information and inspection under Section 2, the transferee or assignee of such rights must not be a person deemed by the Board, in its best judgmentjudgment (which conclusion shall be evidenced by a Board resolution), to be be, or have a competitor or potential material beneficiary interest in, an operational company that is a direct competitor of the Company and (iii) the transferee agrees to be bound by the terms and conditions of this AgreementCompany. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, (a) any Holder which is a partnership, limited liability company or corporation partnership may transfer such Holder’s rights to such Holder’s constituent partners, retired partners (1) to entities affiliated directly or indirectly with such partnershipincluding spouses, the manager of such limited liability company, such limited liability company or such corporation, (2) any partner (or retired or incoming partner) , member (or retired member) or stockholder of such partnership, limited liability company or corporation, respectively, (3) the spouse, siblingsancestors, lineal descendants and siblings of such partners or ancestors of any such partner (spouses who acquire Convertible Securities or retired partner)Registrable Securities by gift, member (will or retired memberintestate succession) or stockholder, (4) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (5) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder, as the case may betheir respective Affiliates, (b) any Holder which is a natural person may transfer such Holder’s rights to any immediate family member or to any trust created for the benefit of such Holder or his or her immediate family members, and (c) any Holder that holds shares in its capacity as trustee, manager or custodian of a trust may transfer such Holder’s Registration rights to a replacement trustee, manager or custodian of the relevant trustan Affiliate, subject in each case to such transferee’s agreeing to be bound by the rights and restrictions of this Agreement and without restriction as to the number or percentage of shares acquired by any such transfereeAgreement. The rights under Sections 2, 3.1 4 and 3.2 5 may be assigned by an Investor only as provided in this such Section 3.8Sections.