Common use of Transferability of the Shares Clause in Contracts

Transferability of the Shares. 11.1 Shares which are issued by an exercise of this Option shall be subject to the transfer restrictions of Section 7.6, the Right of First Refusal in Section 9, the Buy-Out Option described in Section 17, and the other transfer restrictions set forth herein. Accordingly, such Shares may be sold, transferred, pledged, hypothecated or otherwise disposed of only as provided herein. 11.2 The certificate or certificates evidencing any of the Shares shall be endorsed with legends substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, WHICH AGREEMENT INCLUDES RESTRICTIONS ON TRANSFER, RIGHTS OF FIRST REFUSAL AND BUY-OUT OPTION IN FAVOR OF THE CORPORATION. A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE CORPORATION." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, OR TRANSFERRED ONLY IF (A) REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) IF IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE." 11.3 Transfer or sale of the Shares is subject to restrictions on transfer imposed by state and Federal securities laws. Any transferee from Optionee shall hold Shares subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares. 11.1 Shares which are issued by an exercise of this Option shall be subject to the transfer restrictions of Section 7.6, the Right of First Refusal in Section 9, the Buy-Out Option described in Section 17, and the other transfer restrictions set forth herein. Accordingly, such Shares may be sold, transferred, pledged, hypothecated or otherwise disposed of only as provided herein. 11.2 The certificate or certificates evidencing any of the Shares shall be endorsed with legends substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, WHICH AGREEMENT INCLUDES INCLUDES, RESTRICTIONS ON TRANSFER, RIGHTS OF FIRST REFUSAL AND BUY-OUT OPTION IN FAVOR OF THE CORPORATION. A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE CORPORATION." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, OR TRANSFERRED ONLY IF (A) REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) IF IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE." 11.3 Transfer or sale of the Shares is subject to restrictions on transfer imposed by state and Federal securities laws. Any transferee from Optionee shall hold Shares subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares. 11.1 Escrow ------------------------------------- (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Shares from Purchaser to the Company. Purchaser further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any stock attempted to be transferred in violation of this Agreement. (b) Except as required to effectuate the exercise of the Company Option, none of the Unvested Shares which are issued by an exercise of this Option shall be subject to the transfer restrictions of Company Option under Section 7.6, the Right of First Refusal in Section 9, the Buy-Out Option described in Section 17, and the other transfer restrictions set forth herein. Accordingly, such Shares 1 may be sold, transferred, pledged, hypothecated or otherwise disposed of only as provided herein. 11.2 by Purchaser. The certificate or certificates evidencing any of the Shares shares purchased hereunder shall be endorsed with legends a legend substantially as follows: follows (together with any other legend(s) restricting the transfer of the Unvested Shares necessary or appropriate under applicable Federal or State securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE AN OPTION AGREEMENT AND A RESTRICTED STOCK OPTION PURCHASE AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, COPIES OF WHICH AGREEMENT INCLUDES RESTRICTIONS ON TRANSFER, RIGHTS OF FIRST REFUSAL AND BUY-OUT OPTION IN FAVOR OF THE CORPORATION. A COPY OF SUCH AGREEMENT IS ARE ON FILE WITH THE SECRETARY OF THE CORPORATION." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, OR TRANSFERRED ONLY IF (A) REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) IF IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE." 11.3 (c) To ensure the availability for delivery of the Purchaser's Unvested Shares upon repurchase by the Company pursuant to the Company Option under Section 1, the Purchaser shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares. Purchaser shall further deliver to the Company a stock power, duly endorsed in blank, attached hereto as Exhibit A-1, that will be used only in accordance with ----------- the transfer of Shares pursuant to the Company Option and the Right of First Refusal. The Unvested Shares shall be held by the Secretary in escrow, until such time as the Company's rights of repurchase pursuant to the Company Option no longer are in effect. As a further condition to the Company's obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-2. ----------- (d) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Unvested Shares in escrow and while acting in good faith and in the exercise of its judgment. (e) Transfer or sale of the said Unvested Shares is subject to restrictions on transfer imposed by state any applicable State and Federal securities laws. Any transferee from Optionee shall hold such Unvested Shares subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares. 11.1 Shares which are issued by an (a) The shares issuable upon exercise of this the Substitute Option shall be are subject to the transfer restrictions of Section 7.6, the a Right of First Refusal in Section 9, the Buy-Out Option described in Section 17(as defined below) under this Agreement, and the other transfer restrictions set forth herein. Accordingly, such Shares they may be sold, transferred, pledged, hypothecated or otherwise disposed of only as provided herein. Grantee further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any stock attempted to be transferred in violation of this Agreement. 11.2 (b) The certificate or certificates evidencing any of the Shares shares covered by the Substitute Option shall be endorsed with legends substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE A STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, PURCHASED WHICH AGREEMENT INCLUDES RESTRICTIONS ON TRANSFER, RIGHTS A RIGHT OF FIRST REFUSAL AND BUY-OUT OPTION IN FAVOR OF THE CORPORATION. REFUSAL, A COPY OF SUCH AGREEMENT WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATIONCOMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS 1933 AND MAY BE OFFERED, SOLD, SOLD OR TRANSFERRED ONLY IF (A) REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) IF IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE."" Any legend required under applicable state blue sky laws. 11.3 (c) Transfer or sale of the Shares shares is subject to restrictions on transfer imposed by state and Federal federal securities laws. Any transferee from Optionee Grantee shall hold Shares shares subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreementin writing prior to such transfer.