Common use of Assignment of Registration Rights Clause in Contracts

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the transferee or assignee of such registration rights assumes in writing the obligations of such Holder under this Section 2 (Registration Rights). For the purposes of determining the amount of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity who are Affiliates, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights).

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% five percent (5%) of the shares of Registrable Securities originally purchased held by the such transferring Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect determined immediately prior to such shares)assignment) or (ii) a partner, affiliate or shareholder of the transferring Holder; provided, in each casehowever, that the Company is, within a reasonable time after such transfer, furnished with a 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, ; provided further, however, that 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; and provided further, however, that the transferee or assignee could not be reasonably deemed by the Company in good faith, to be a competitor of such registration rights assumes in writing the obligations of such Holder under this Section 2 (Registration Rights)Company. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner of at least one million (1,000,000) shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or retired partner the like) (or affiliated fund if the transferring Holder owns less than one million (1,000,000) shares of any Holder which is a partnershipsuch securities, then all Registrable Securities held by the transferring Holder), (ii) any that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate stockholder of a Holder, or (viii) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsthat is an Affiliated Fund, combinations, reclassifications or splits with respect to such shares); provided, in each case, provided that the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the five hundred thousand (500,000) shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after before such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.11 and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, (i) the holdings of transferees affiliated partnerships and assignees other entities, constituent or retired partners or members (collectively, "Affiliated Members") and (ii) the holdings of a business entity who are Affiliates, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate successionsuccession (collectively, "Family Members") shall in each case be aggregated together and with the business entitytogether; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have designate in writing to the Company on behalf of the entire group of Affiliated Persons or Family Members, as the case may be, a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the one hundred thousand (100,000) shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after before such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.9 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees assignee of a business entity who are Affiliatesholder of Registrable Securities, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) Affiliated Persons shall be aggregated together and with the business entity; together, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have designate in writing to the Company from time to time a single attorney-in-fact on behalf of the entire group of Affiliated Persons for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, (i) after such assignment or transfer, holds at least 20% of the 50,000 shares of Registrable Securities originally purchased (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), and (ii) is not a person or entity deemed by the Holder (as adjusted for any share dividendsBoard of Directors of the Company in its best judgment, combinations, reclassifications to be a competitor or splits with respect to such shares)potential competitor of the Company; provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1. For the purposes of determining the number of shares of Registrable Securities held by any Note Warrant Investor, the shares of Registrable Securities held by such Note Warrant Investor shall be aggregated with the shares of Registrable Securities held by affiliates of the Note Warrant Investor or any entities for which the Note Warrant Investor or its affiliates serve as general partner and/or investment adviser or in a similar capacity, all mutual funds or other pooled investment vehicles or entities under the common control or management of such Note Warrant Investor, or the general partner or investment adviser thereof, or any affiliate of the foregoing.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner of at least 100,000 shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or retired partner or affiliated fund of any Holder which is a partnershipthe like), (ii) any that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or former member stockholder of any Holder which is a limited liability companyHolder, (iii) any family member that is an Affiliated Fund, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of any an individual Holder or such Holder’s Immediate Family Member, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, provided that the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1. For the avoidance of doubt, the foregoing terms of this Section 2 1.12 shall not apply to the Warrant issued to Kreos (Registration Rightseach, as defined below) (which may be freely assigned subject to the terms of the Warrant), but shall apply with respect to the Conversion Shares (as defined in the Warrant) following the exercise of the Warrant.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner of at least 600,000 shares of Registrable Securities (subject to adjustment for stock splits, stock dividends, reclassification or retired partner the like) (or affiliated fund if the transferring Holder owns less than 600,000 shares of any Holder which is a partnershipRegistrable Securities, then all Registrable Securities held by the transferring Holder), (ii) any that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or former member stockholder of any Holder which is a limited liability companyHolder, (iii) any family member that is an Affiliated Fund of the Holder, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of any an individual Holder or such Holder’s Immediate Family Member, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Article 3 (including the rights to cause the Company to include for sale Registrable Securities under an existing registration statement under Section 2 (Registration Rights3.4) may be assigned (but only with all related obligations) by a Holder holder of Registrable Securities to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes is restricted under the Securities Act and (ii) the transferee or assignee shall acknowledge in writing that the obligations of such Holder under transferred or assigned Registrable Securities shall remain subject to this Section 2 (Registration Rights)Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)Article 3.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by (a) a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% 50,000 of the shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, dividends, consolidations, combinations, subdivisions, reclassifications and the like effected after the date hereof (“Recapitalizations”) and other recapitalizations and including for purposes of such calculation the shares of Common Stock then issuable upon conversion of Preferred Stock) or splits with respect (b) a Holder to such sharesits shareholders, partners, members, former partners or former members (or their estates), subsidiaries or affiliates; provided, in each case, that provided that: (i) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that ; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or limited liability company who are Affiliates, partners or retired Affiliates partners of such entity partnership or members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company, as the case may be; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder an Investor to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of transferee who satisfies the criteria to be an Investor, (v) any entities affiliated with a Holder, or (vvi) a transferee or assignee who acquires at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that the Company is, within a reasonable time after such transfer, is promptly furnished with a 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, provided further, that the transferee or assignee of such registration rights assumes in writing the obligations of such Holder under this Section 2 (Registration Rights). For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity who are Affiliatesaffiliates, retired Affiliates affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates affiliates or Affiliates affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner (whether limited or general) or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a HolderHolder if both Holder and the transferee are entities, or (viii) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 50,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 50,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1.2 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of at least 20% of the 30,000 shares of Registrable Securities originally purchased by such securities (provided that the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such sharesassignee assumes all related obligations); provided, in each case, provided that the Company is, within a reasonable time after such transfer, furnished with a 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, ; provided further, further that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (a) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) or (b) a limited liability company who are members or former members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company, as applicable; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.2.

Assignment of Registration Rights. (a) The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee assignees of such securities who acquires at least 20% one percent (1 %) of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsstock splits, combinationscombinations and the like), reclassifications or splits with respect to such shares); provided, in each case, that : (i) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the ; (ii) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.14 below; and (iii) such Holder assignment shall be effective only if such transfer is exempt from registration under this Section 2 (Registration Rights)the Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings holding of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 1. (Registration Rightsb) Subject to clause (a) above, the right to have the Company register the Registrable Securities pursuant to this Section 1 may not otherwise be assigned; provided, however, that (i) any heir or the estate of a Holder which acquires the Registrable Securities from such Holder by will or intestate succession shall be entitled to have the Company register the Registrable Securities pursuant to this Section 1 (provided that such heirs or such estate shall have a single attorney-in-fact for the purpose of exercising any rights, receiving any notices or taking any action under this Section 1), and (ii) any individual Holder may sell, assign or transfer Registrable Securities to his or her spouse or children or to a trust established for the benefit of his or her spouse, children or himself or herself, and such transferee shall he entitled to have the Company register the Registrable Securities pursuant to this Section 1, if, and only if, such transferee agrees in writing to be bound by the terms of this Agreement. In each such event and for purposes of this Agreement, the term "Holder" as used herein shall include all such heirs, such estate or such transferees.

Assignment of Registration Rights. (a) The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee assignees of such securities who acquires at least 20% two percent (2%) of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsstock splits, combinationscombinations and the like), reclassifications or splits with respect to such shares); provided, in each case, that : (i) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the ; (ii) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.14 below; and (iii) such Holder assignment shall be effective only if such transfer is exempt from registration under this Section 2 (Registration Rights)the Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings holding of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 1. (Registration Rightsb) Subject to clause (a) above, the right to have the Company register the Registrable Securities pursuant to this Section 1 may not otherwise be assigned; provided, however, that any heir or the estate of S&N which acquires the Registrable Securities from such Holder by will or intestate succession shall be entitled to have the Company register the Registrable Securities pursuant to this Section 1 (provided that such heirs or such estate shall have a single attorney-in-fact for the purpose of exercising any rights, receiving any notices or taking any action under this Section 1), and (ii) any individual Holder may sell, assign or transfer Registrable Securities to his or her spouse or children or to a trust established for the benefit of his or her spouse, children or himself or herself, and such transferee shall be entitled to have the Company register the Registrable Securities pursuant to this Section 1, if, and only if, such transferee agrees in writing to be bound by the terms of this Agreement. In each such event and for purposes of this Agreement, the term "Holder" as used herein shall include all such heirs, such estate or such transferees.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities who (i) any either acquires all of the Registrable Securities previously held by such Holder or, after such assignment or transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), the Holder retaining such registration rights with respect to the balance of such Holder's shares, (ii) is a partnership or partner or retired partner or that is affiliated fund of any with the transferring Holder which that is also a partnership, (iiiii) any a corporation that is a majority-owned subsidiary of the transferring Holder or controls, is controlled by or is under common control with the transferring Holder, (iv) is a limited liability company or member or former member of any affiliated with the Holder which that is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) is a transferee party who controls, is controlled by or assignee who acquires at least 20% of is under common control with the shares of Registrable Securities originally purchased by the Holder transferring Holder; provided (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund "affiliate" of any such Holder which is a partnership(as defined under the Securities Act), (ii) any member such Holder's spouse, parents, siblings, children or former member grandchildren, or other members of any Holder which is such Holder's immediate or extended family (including relatives by marriage), or to a limited liability companycustodian, (iii) any family member trustee or trust other fiduciary for the benefit account of any individual such Holder or members of such Holder, (iv) any Affiliate of a Holder's immediate or extended family in connection with an estate planning transaction, or (viii) a transferee or assignee who acquires of at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder such securities (as adjusted for any share stock dividends, combinations, reclassifications or recapitalizations, splits with respect to such sharesand otherwise); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the assigned and such transferee or assignee of such registration rights assumes in writing the obligations of such Holder under agrees to become a party to this Section 2 (Registration Rights)Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity who are Affiliatesaffiliates, retired Affiliates affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates affiliates or Affiliates affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by to a Holder to transferee or assignee (i) any partner that is a partner, retired partner, member, or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a partnership or limited liability company, (iiiii) any that is a family member or trust for the benefit of any individual Holder, ; (iviii) any Affiliate of a Holder, or (v) a transferee or assignee who acquires shares representing at least 2010% of the shares of Registrable Securities originally purchased by the Holder then outstanding, or (as adjusted for any share dividendsiv) that is an Affiliated Fund, combinations, reclassifications or splits with respect to such shares); provided, provided that in each case, case the transferee or assignee holds at least 5% of the Registrable Securities then outstanding; and provided further that the Company is, within a reasonable time promptly after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings family members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices partnership or taking any action under this Section 2 (Registration Rights)limited liability company.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transferthirty (30) days, furnished with a 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 provided, and, provided further, that such assignment shall not be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is, in the written opinion of such registration rights assumes in writing counsel to the obligations of such Holder Company reasonably acceptable to the Holder, not restricted under this Section 2 (Registration Rights)the Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least twenty percent (20% %) of the shares of Registrable Securities originally purchased by the such Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or limited liability company who are Affiliatespartners, retired Affiliates partners or members of such entity partnership or limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee, member, retired member or assignee of such securities that (i) any partner or is a subsidiary, affiliate, parent, partner, limited partner, retired partner or affiliated fund stockholder of any Holder which is a partnershipHolder, (ii) any member or former member of any Holder which is a limited liability company, (iii) any Holder’s immediate family member (spouse or child) or trust for the benefit of any an individual Holder, (iv) any Affiliate of a Holder, or (viii) a transferee after such assignment or assignee who acquires transfer, holds at least 20% of the 500,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share dividendsRecapitalizations), combinations, reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing, anda copy of which writing is provided to the Company at the time of transfer, provided furtherto be bound by and subject to the terms and conditions of this Agreement, that including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to a transferee of such Registrable Securities that (i) any partner is an Affiliate, partner, member, limited partner, retired partner, retired member, or retired partner or affiliated fund stockholder of any Holder which is a partnership, Holder; (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member Holder’s Immediate Family Member or trust for the benefit of any an individual Holder or one or more of such Holder, (iv) any Affiliate of a Holder, ’s Immediate Family Members; or (viii) a transferee or assignee who acquires after such transfer, holds at least 20% of the 500,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinations, reclassifications or splits with respect to such sharesand other recapitalizations); provided, in each casehowever, that (x) the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being assigned, and, provided further, that the transferred; and (y) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of such Holder under this Agreement, including the provisions of Section 2 (Registration Rights)2.12. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneetransferee, the holdings of transferees and assignees a transferee (1) that is an Affiliate, limited partner, retired partner, member, retired member, or stockholder of a business entity Holder; (2) who are Affiliates, retired Affiliates is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) Holder’s Immediate Family Member shall be aggregated together and with those of the business entitytransferring Holder; provided further that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company LogicVision to register Registrable Securities pursuant to this Section 2 (Registration Rights) Agreement may be assigned (but only with all related obligations) by a any Holder to (i) any partner or retired partner or affiliated fund who transfers Registrable Securities with a value (based on the closing price of any Holder which is a partnership, (iithe Common Stock as of the trading day immediately prior to the date of transfer) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% $250,000 or, if less, all of the his, her or its shares of Registrable Securities originally purchased by or (ii) in a transfer that does not require the Holder (as adjusted for any share dividends, combinations, reclassifications amendment or splits with respect to such shares)supplement of the Registration Statement and prospectus; provided, in each case, that the Company LogicVision is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that 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 the foregoing, a Holder that is a partnership may assign its rights hereunder to its partners in connection with a distribution of Registrable Securities to such registration rights assumes in writing partners without limitation on the obligations amount of such Holder under this Section 2 (Registration Rights)Registrable Securities being transferred. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)8.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (i) any partner or is a subsidiary, parent, partner, limited partner, retired partner or affiliated fund shareholder of any Holder which is a partnership, Holder; (ii) any member or former member of any Holder which is a limited liability company, (iii) any Holder’s family member or trust for the benefit of any an individual Holder, (iv) any Affiliate of a Holder, ; or (viii) a transferee after such assignment or assignee who acquires transfer, holds at least 20% of the 200,000 shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendssuch securities, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Preferred Holder to (i) any partner a transferee or retired partner or affiliated fund assignee of any Holder which is a partnershipat least 50,000 shares of such securities, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of all of such Registrable Securities held by such transferring holder, if less than 50,000 shares, (iii) a general partner, limited partner, retired partner, member or retired member, affiliate, parent or majority-owned subsidiary of the transferee or (iv) in the case of the Wellcome Trust Limited, any successor trustee of the Wellcome Trust or additional trustee or trustees of the Wellcome Trust from time to time, or any company whose shares of Registrable Securities originally purchased are all held directly or indirectly by the Holder (as adjusted for Wellcome Trust, or any share dividends, combinations, reclassifications nominee or splits with respect to custodian of any such shares)person; provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to a transferee, member, retired member or assignee of such securities that (i) any partner or is a subsidiary, Affiliate, parent, partner, limited partner, retired partner or affiliated fund stockholder of any Holder which is a partnershipHolder, (ii) any member or former member of any Holder which is a limited liability company, (iii) any Holder’s immediate family member (parent, step-parent, spouse, registered domestic partner, child or step-child) or trust for the benefit of any an individual Holder, (iv) any Affiliate of a Holder, or (viii) a transferee after such assignment or assignee who acquires transfer, holds at least 20% of the two hundred fifty thousand (250,000) shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share dividends, combinations, reclassifications or splits with respect to such shares); recapitalizations) provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing, anda copy of which writing is provided to the Company at the time of transfer, provided furtherto be bound by and subject to the terms and conditions of this Agreement, that including without limitation the provisions of Section 2.12, below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees transferee and assignees assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a business entity Holder; (ii) that is otherwise an Affiliate of the Holder, (iii) who are Affiliatesis a family member of a Holder, retired Affiliates or (iv) that is a trust for the benefit of an individual Holder or such entity (including spouses and ancestorsHolder’s family member, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the business entityassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 3 may be assigned (but only with all related obligations) by a Holder only to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who of Registrable Securities which acquires at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (in each case as adjusted for any share stock splits, stock dividends, combinations, reclassifications or splits with respect to such sharescombinations and other recapitalizations); provided, in each casehowever, that (i) the Company istransferor shall, within a reasonable time after such transfer, furnished with a furnish 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) such transferee shall agree to be subject to all restrictions and obligations set forth in this Agreement, provided and (iii) such transfer or assignment of Registrable Securities shall be effected in accordance with the terms of Section 2.4 hereof, the ROFR Agreement, the Voting Agreement, and applicable securities laws; and provided, further, that the transferee or assignee of such registration rights assumes in writing the obligations any Holder may transfer Registrable Securities either (a) to any "AFFILIATE(S)" (as defined below) of such Holder (which, in the case of a Holder which is a limited partnership, shall also include without limitation current and former limited partners, general partners, members and principals of such Holder or any general partner of such Holder) or (b) to such Holder's spouse, children or grandchildren, or to a trust for the exclusive benefit of such Holder, such Holder's spouse, children or grandchildren, without regard to the foregoing numerical limitations so long as such Holder and all such assignees agree (as evidenced in a writing to be delivered to the Company prior to any such assignment) that such Holder (or its designee) will act as the single attorney-in-fact for all such assignees for the purpose of exercising any rights, receiving any notices or taking any other action under this Section 2 (Registration Rights)3. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided provided, however, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving any notices or taking any other action under this Section 2 (Registration Rights)3. For purposes of this Section 3.10, the term "affiliate" means, as to the entity in question, any person or entity that directly or indirectly controls, is controlled by or is under common control with the entity in question, and the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract, or otherwise.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder Investor to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares)Securities; provided, in each casehowever, that (a) the Company istransferor shall, within a reasonable time fifteen (15) days after such transfer, furnished with a furnish 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, andand (b) such transferee shall agree in writing to be subject to all rights and restrictions applicable to Investors set forth in this Agreement, provided further, that and such transferee or assignee shall thereby become an “Investor” for purposes of this Agreement. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may not be assigned by any Common Stockholder or Spirit to a transferee or assignee of Registrable Securities; provided, however, that any Common Stockholder or Spirit may elect to transfer its rights pursuant to this Section 2 to any other Common Stockholder or an Affiliate of such Common Stockholder or Spirit, if (a) the transferor shall, within fifteen (15) days after such transfer, furnish 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 assumes are being assigned, and (b) such transferee shall agree in writing to remain subject to all rights and restrictions applicable to the obligations of Common Stockholders set forth in this Agreement, and such Holder under this Section 2 (Registration Rights). For the transferee or assignee shall thereby become a “Common Stockholder” for purposes of determining the amount of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity who are Affiliates, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)Agreement.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate wholly-owned subsidiary of a Holder, corporate Holder or (v) to a transferee or assignee who acquires of Registrable Securities who, after such assignment or transfer, holds at least 2010% of the shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or limited liability company who are Affiliates, partners or members or retired Affiliates partners or members of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. (a) The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee assignees of such securities who acquires at least 20% one percent (1%) of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsstock splits, combinationscombinations and the like), reclassifications or splits with respect to such shares); provided, in each case, that : (i) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the ; (ii) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.14 below; and (iii) such Holder assignment shall be effective only if such transfer is exempt from registration under this Section 2 (Registration Rights)the Act and in accordance with the terms of the Purchase Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings holding of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 1. (Registration Rightsb) Subject to clause (a) above, the right to have the Company register the Registrable Securities pursuant to this Section 1 may not otherwise be assigned; provided, however, that (i) any heir or the estate of a Holder which acquires the Registrable Securities from such Holder by will or intestate succession shall be entitled to have the Company register the Registrable Securities pursuant to this Section 1 (provided that such heirs or such estate shall have a single attorney-in-fact for the purpose of exercising any rights, receiving any notices or taking any action under this Section 1), and (ii) any individual Holder may sell, assign or transfer Registrable Securities to his or her spouse or children or to a trust established for the benefit of his or her spouse, children or himself or herself, and such transferee shall he entitled to have the Company register the Registrable Securities pursuant to this Section 1, if, and only if, such transferee agrees in writing to be bound by the terms of this Agreement. In each such event and for purposes of this Agreement, the term "Holder" as used herein shall include all such heirs, such estate or such transferees.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 4 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least twenty percent (20% %) of the shares of Registrable Securities originally purchased by the such Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of or transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates 9 partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)4.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner who after giving effect to the transfer or retired partner or affiliated fund of any Holder which assignment is a partnershipMajor Investor, (ii) any that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or former member stockholder of any Holder which is a limited liability companyHolder, (iii) any family member that is an Affiliated Fund, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of any an individual Holder or such Holder’s Immediate Family Member, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner or retired partner or affiliated fund of any Holder which that is a partnershipsubsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder, (ii) any member or former member of any Holder which that is a limited liability companyan Affiliated Fund, (iii) any family member who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (iv) that is a trust for the benefit of any an individual Holder or such Holder’s Immediate Family Member, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% one hundred thousand (100,000) shares of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share stock splits, stock dividends, combinations, reclassifications recapitalizations and the like) held by the transferor or splits with respect assignor of such securities immediately prior to such shares); transfer, provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.15 below; (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 Act; and (d) such transfer or assignment shall not be effective if it is made to a competitor of such registration rights assumes the Company as determined by the Company in writing its sole discretion. Notwithstanding the obligations of such Holder under this Section 2 foregoing, (Registration Rights). For the purposes of determining the amount of Registrable Securities held by a transferee or assignee, the holdings of i) transfers to transferees and assignees of a business entity partnership or limited liability company who are Affiliates, partners or members or retired Affiliates partners or members of such entity partnership or limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession), (ii) transfers to an affiliated fund, partnership, entity or shareholder of any Investor shall not be aggregated together and with subject to the business entity; minimum shareholding requirement set forth above, provided that all such assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section Sections 1 and 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of such Registrable Securities originally purchased by the Holder that is a Permitted Transferee (as adjusted for any share dividends, combinations, reclassifications or splits with respect to defined in the Shareholders Agreement) of such shares)holder; provided, in each case, provided that (A) the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being assigned, and, provided further, that the assigned and (B) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of such Holder under this Section 2 (Registration Rights). Agreement in the form of Joinder Agreement attached hereto as Exhibit A. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees a transferee or assignee (1) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a business entity holder, (2) that is an Affiliate of the holder, (3) who are Affiliatesis a holder’s immediate family member or (4) that is a trust for the benefit of an individual holder or such holder’s immediate family member, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the business entityassigning holder; provided that all transferees and assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Sections 1 and 2. Notwithstanding the foregoing, any transferee of a Warrant shall be entitled to, and shall become, a party to this Section 2 (Registration Rights)Agreement as a condition to the transfer of such Warrant and shall be considered an “Investor” and a holder of Registrable Securities with the rights and obligations provided in this Agreement.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner of at least 100,000 shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or retired partner or affiliated fund of any Holder which is a partnershipthe like), (ii) any that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or former member stockholder of any Holder which is a limited liability companyHolder, (iii) any family member that is an Affiliated Fund, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of any an individual Holder or such Holder’s Immediate Family Member, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, provided that the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership and its affiliated partnerships; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to a transferee of such Registrable Securities that (i) any partner is an Affiliate, partner, member, limited partner, retired partner, retired member, or retired partner or affiliated fund stockholder of any Holder which is a partnership, Holder; (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member Holder’s Immediate Family Member or trust for the benefit of any an individual Holder or one or more of such Holder, (iv) any Affiliate of a Holder, ’s Immediate Family Members; or (viii) a transferee or assignee who acquires after such transfer, holds at least 20% 250,000 of the shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinations, reclassifications or splits with respect to such sharesand other recapitalizations); provided, in each casehowever, that (x) the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being assigned, and, provided further, that the transferred; (y) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of such Holder under this Agreement, including the provisions of Section 2 (Registration Rights)2.12. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneetransferee, the holdings of transferees and assignees a transferee (1) that is an Affiliate, limited partner, retired partner, member, retired member, or stockholder of a business entity Holder; (2) who are Affiliates, retired Affiliates is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) Holder’s Immediate Family Member shall be aggregated together and with those of the business entitytransferring Holder; provided further that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of at least 20% of the two hundred fifty thousand (250,000) shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares)securities; provided, in each casehowever, that the Company is, within a reasonable time after such transfer, furnished with a 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, ; and provided further, however, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration is restricted under the Securities Act. The foregoing notwithstanding, any Investor may assign its rights assumes in writing the and obligations of such Holder under pursuant to this Section 2 (Registration Rights)1 to an affiliate or successor so long as such affiliate or successor agrees to be bound by the terms of this Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1.2 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsor subsequent transferee or assignee) (each, combinations, reclassifications or splits with respect to such sharesan “Investor Assignee”); provided, in each case, provided that the Holders shall not be permitted to transfer such rights to more than a total of five (5) transferees or assignees (including any subsequent transferees or assignees) pursuant to this Section 1.8; provided further that the Company is, within a reasonable time after such transfer, furnished with a 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, ; provided further, further that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of Securities Act; provided further such Holder under does not knowingly transfer the Registrable Securities to any Person who is a competitor of the Company; provided further that any such transferee or assignee agrees to become bound by the terms of this Section 2 (Registration Rights)Agreement and such transferee shall be deemed an “Investor” and a “Holder” hereof. For the purposes of determining the amount number of Registrable Securities held by a transferee transferees or assigneeassignees, the holdings of transferees and assignees of (a) a business entity partnership who are Affiliates, partners (including limited partners) or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) or (b) a limited liability company who are members or former members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company, as applicable (and all such holdings shall be considered to be held by a single Holder for such purpose); provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner or retired partner or affiliated fund of any Holder which that is a partnershipsubsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder, (ii) any member or former member of any Holder which that is a limited liability companyan affiliated fund, (iii) any family member who is a Holder's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder's "Immediate Family Member", which term shall include adoptive relationships), or (iv) that is a trust for the benefit of any an individual Holder or such Holder's Immediate Family Member, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities: (i) any partner if such transferee or retired partner or affiliated fund assignee was a Holder of any Holder which is a partnership, Registrable Securities hereunder prior to such transfer; (ii) any member or former member if such transfer is made in connection with the transfer of any Holder which is a limited liability company, all Registrable Securities held by the transferor; (iii) if such transferee or assignee acquires at least 1,000,000 shares (subject to stock splits, stock dividends, recapitalizations and the like) of the Registrable Securities; (iv) to any affiliate of, or entity under common investment management with, such Holder as defined in Section 2.01 (which shall include any charitable foundation created by or at the direction of, and exclusively sponsored by, such Holder, or any benefit plan maintained by or on behalf of such Holder’s employees); (v) to any family member or trust established for the benefit of any an individual Holder; or (vi) in connection with a distribution by such Holder to any partner, (iv) any Affiliate of a Holdermember, former partner, or (v) a transferee member or assignee who acquires at least 20% the estate of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications such partner or splits with respect to such shares); provided, member provided in each case, case that the Company is, within a reasonable time after such transfer, furnished with a 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; provided, and, provided furtherhowever, that such assignment shall be effective only if following such transfer the transferee or assignee is bound by the terms and conditions of this Agreement and such registration rights assumes in writing the obligations transfer of such Holder any Registrable Securities is lawful under this Section 2 (Registration Rights)all applicable securities laws. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings family members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner such Holder's partner, shareholder, parent, child, spouse, or retired partner trust or affiliated fund of any Holder which is a partnership, (ii) any member transferee or former member assignee of any Holder which is a limited liability companysuch securities who, after such assignment or transfer, holds at least (iiiA) any family member or trust for one percent (1%) of the benefit outstanding capital stock of any individual Holder, (iv) any Affiliate the Company on the date of a Holderthe transfer, or (vB) a transferee or assignee who acquires at least 20% all of the shares of Registrable Securities originally purchased owned or controlled by the Holder transferring Holder, provided: (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, provided further, that including without limitation the provisions of Section 1 . 15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights). Act For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, arc partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such Registrable Securities that (i) any partner or retired partner or affiliated fund of any Holder which is a partnershipsubsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of a Holder, or (ii) any member or former member of any Holder which is a limited liability company, (iii) any Holder’s family member or trust for the benefit of any an individual Holder, provided that any such assignment shall be contingent upon: (iva) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that the Company isCompany, within a reasonable time after such transfer, being furnished with a 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, provided further, that the ; (b) such transferee or assignee agreeing in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such Registrable Securities continuing to be Registrable Securities hereunder following the transfer of such registration rights assumes in writing the obligations of securities to such Holder under this Section 2 (Registration Rights)transferee or assignee. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or an assignee, the holdings of transferees and assignees a transferee or an assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a business entity Holder; (ii) that is an Affiliate of the Holder, (iii) who are Affiliatesis a Holder’s Immediate Family Member, retired Affiliates or (iv) that is a trust for the benefit of an individual Holder or such entity (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the business entityassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which that is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (viii) a transferee or assignee of such securities who acquires after such assignment or transfer, holds at least 20% of the 500,000 shares of Registrable Securities originally or all of the Registrable Securities purchased by a Holder under the Holder Reorganization Agreement (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinations, reclassifications or splits with respect to such sharescombinations and other recapitalizations); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by (a) a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% 250,000 shares of such Holder’s Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations and including for purposes of such calculation the shares of Common Stock then issuable upon conversion of Preferred Stock), (b) any Holder who transfers all of its Registrable Securities originally purchased by the Securities, or (c) a Holder to its shareholders, partners, members, former partners or former members (as adjusted for any share dividendsor their estates), combinations, reclassifications subsidiaries or splits with respect to such shares)affiliates; provided, in each case, that however: (i) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that ; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or limited liability company who are Affiliates, partners or retired Affiliates partners of such entity partnership or members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company, as the case may be; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights).

Assignment of Registration Rights. The Subject to any restrictions on transfer under applicable law and pursuant to other agreements, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 11 may be assigned (but only with all related obligations) by a Holder an Other Stockholder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the Two Hundred Fifty Thousand (250,000) shares of Registrable Securities originally purchased by the Holder (as appropriately adjusted for any share stock splits, stock dividends, combinations, reclassifications or splits with respect combinations and other recapitalizations subsequent to such sharesthe date hereof); provided, in each case, that that: (i) the Company is, within a reasonable time after such transfer, furnished with a 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; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, andincluding, provided furtherwithout limitation, that the provisions of Section 4; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)11.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities provided (i) at least 20% of the 250,000 shares of such Registrable Securities originally purchased (subject to adjustment for stock splits, stock dividends, reclassification or the like) (or if the transferring Holder owns less than 250,000 shares of such Registrable Securities, then all Registrable Securities held by the Holder transferring Holder), and (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that ii) the Company is, within a reasonable time after such transfer, furnished with a 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, ; provided further, that the transferee or assignee agrees in writing to be bound by all obligations under this Agreement; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such registration securities by the transferee or assignee is restricted under the Act. Notwithstanding anything to the contrary provided herein, rights assumes in writing to cause the obligations of such Holder under this Section 2 (Registration Rights). For the purposes of determining the amount of Company to register Registrable Securities held may be assigned by a transferee or assignee, the holdings of transferees and assignees of a business entity who are AffiliatesHolder to any partner, retired Affiliates of such entity partner (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with or affiliate of such Holder, without regard to the business entitynumber of shares of Registrable Securities transferred to such partner, retired partner, member of a limited liability company, or affiliate; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee, member, retired member or assignee of such securities that (i) any partner or is a subsidiary, affiliate, parent, partner, limited partner, retired partner or affiliated fund shareholder of any Holder which is a partnershipHolder, (ii) any member or former member of any Holder which is a limited liability company, (iii) any Holder’s immediate family member (spouse or child) or trust for the benefit of any an individual Holder, (iviii) any Affiliate of a Holderafter such assignment or transfer, or (v) a transferee or assignee who acquires holds at least 20% ten percent (10%) of the shares of Registrable Securities originally purchased by (subject to appropriate adjustment for Recapitalizations) or (iv) with the Holder prior written consent of the Company, after such assignment or transfer, holds at least 100,000 shares of Registrable Securities (as adjusted subject to appropriate adjustment for any share dividendsRecapitalizations), combinationsprovided: (a) in the case of (i), reclassifications or splits with respect to such shares(ii) and (iii); provided, in each case, that the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing, anda copy of which writing is provided to the Company at the time of transfer, provided furtherto be bound by and subject to the terms and conditions of this Agreement, that including without limitation the provisions of Section 1.13; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving receiving, notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company Parent to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to to, (i) any partner or retired partner or affiliated fund in the case of any Holder which that is a partnership, limited liability company or corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder; or (ii) any member or former member in the case of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (ivx) any Affiliate a transferee or assignee of a Holdersuch securities who, after such assignment or transfer, holds at least 100,000 of the Parent's shares (vas appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions); (y) a transferee or assignee who acquires at least 20% is a spouse, lineal descendant, father, mother, brother or sister (each, a "Family Member") of Holder; or (z) or to a trust, the shares beneficiaries of Registrable Securities originally purchased by which are exclusively the Holder (as adjusted for any share dividendsand/or Family Members, combinations, reclassifications or splits with respect to such shares); provided, in each case, that that: (a) the Company Parent is, within a reasonable time after such transfer, furnished with a 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, provided further, that ; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, the holdings of transferees and assignees of a business entity who are Affiliates, retired Affiliates "affiliates" (as defined in Rule 405 under the Act) of such entity (including spouses and ancestorsholder, lineal descendants and siblings affiliated partnerships, constituent or retired partners of such Affiliates partnerships (as well as Family Members of such partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitysuch partnership and its affiliated partnerships and other entities; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee if (i) any partner to parent corporation of or retired partner a subsidiary of such Holder or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of the Holder or a Holder, spouse or family member or (viii) to a transferee or assignee who acquires of at least 20% of the 500,000 shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendssuch securities, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such affiliate, transferee or assignee and the securities with respect to which such registration rights are being assigned, andprovided such transferee shall agree to be subject to all restrictions set forth in this Agreement; and provided, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by giftsift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided that: (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership and its affiliated partnerships; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause have the Company to register Registrable Securities registered pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 2025% of the then outstanding shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that ; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of of: (i) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership; or (ii) a limited liability company who are members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners, members or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a Permitted Transferee of such securities, provided: (ia) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee Permitted Transferee and the securities with respect to which such registration rights are being assigned; (b) upon such transfer, and, provided further, that such Permitted Transferee holds at least thirty percent (30%) of the transferee Registrable Securities (on a fully-diluted basis and as adjusted for stock splits or assignee combinations); (c) such Permitted Transferee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (d) such assignment shall be effective only if immediately following such transfer the further disposition of such registration rights assumes in writing securities by the obligations of such Holder Permitted Transferee is restricted under this Section 2 (Registration Rights)the Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneePermitted Transferee, the holdings of transferees and assignees Permitted Transferees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees Permitted Transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any limited partner, general partner, or former partner or retired partner or affiliated fund of any a Holder which is a partnership, (ii) any spouse, ancestor, lineal descendant or sibling of a Holder who is an individual, (iii) any trust for the benefit of a transferee or assignee of such securities, (iv) any transferee who acquires at least Fifty Thousand (50,000) shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), (v) any member or former member of any a Holder which is a limited liability company, provided: (iiii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that the Company is, within a reasonable time after such transfer, furnished with a 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; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.15 below; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, retired Affiliates partners or former partners of such entity partnership and members or former members of a Holder which is a limited liability company (including spouses and spouses, ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company, as applicable; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) Agreement may be assigned (but only with all related obligations) by a the Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities, who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustments for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if such transferee or assignee agrees in writing to be bound by the provisions of this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of an individual or a business entity partnership who are Affiliatesspouses, retired Affiliates ancestors, lineal descendants or siblings of such entity individual or a partnership who are spouses, ancestors, lineal descendants or siblings of such individual or partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; individual or partnership, as the case may be, provided that all assignees and transferees who would not qualify individually for assignment of registration rights Registration Rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices rights or taking any action under this Section 2 (Registration Rights)Agreement.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (i) any partner or retired partner or affiliated fund of any Holder which is a partnershipsubsidiary, (ii) any member Affiliate, parent, partner, member, limited partner, retired partner, retired member, Immediate Family Member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate stockholder of a Holder, or (vii) a transferee after such assignment or assignee who acquires transfer, holds at least 20% of the 25,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 2.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a business Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who are Affiliatesis a Holder’s Immediate Family Member, retired Affiliates or (iv) that is a trust for the benefit of an individual Holder or such entity (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the business entityassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 500,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalization), reclassifications or splits with respect to if less, the entire amount of Registrable Securities held by such shares); providedHolder is transferred, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights receiving notices or taking any action under this Section 1. 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 a trust who are beneficiaries of such trust (including spouses and ancestors, lineal descendants and siblings of such beneficiaries or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the trust; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share splits, share dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section Sections 1 and 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such Registrable Securities that (i) is a Permitted Transferee (as defined in the Shareholders Agreement) of such holder or (ii) after such assignment or transfer, holds at least 20% of the 6,575 shares of Registrable Securities originally purchased by the Holder (as adjusted for any share to reflect stock splits, stock dividends, stock combinations, reclassifications or splits with respect to such sharesrecapitalizations and like occurrences); provided, in each case, provided that (A) the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being assigned, and, provided further, that the assigned and (B) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of such Holder under this Section 2 (Registration Rights)Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees a transferee or assignee (1) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a business entity holder, (2) that is an Affiliate of the holder, (3) who are Affiliatesis a holder’s immediately family member or (4) that is a trust for the benefit of an individual holder or such holder’s immediate family member, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated aggregate together and with those of the business entityassigning holder; provided that all transferees and assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Sections 1 and 2. Notwithstanding the foregoing, any transferee of a Warrant shall be entitled to, and shall become, a party to this Agreement as a condition to the transfer of such Warrant and shall be considered an “Investor” and a holder of Registrable Securities with the rights and obligations provided in this Agreement. (c) Section 2 11 (j) of the Registration Rights)Rights Agreement shall be amended to read in its entirety as follows: All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (a) when delivered personally, (b) if transmitted by facsimile when confirmation of transmission is received, (c) if sent by registered or certified mail, postage prepaid, return receipt requested, three business days after mailing or (d) if sent by reputable overnight courier service, one business day after delivery to such service; and shall be addressed as follows: If to the Company, to: XStream Systems, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Executive Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: Blank Rome LLP ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ — ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to an Investor, at such Investor’s address set forth on Schedule I. Any party may change the name and address of the designee to whom notice shall be sent by giving written notice of such change other parties hereto. (d) Schedule I to the Registration Rights Agreement shall be amended to read in its entirety as set forth on Schedule I to this Amendment and such Persons shall be parties to the Registration Rights Agreement.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities, who, after such assignment or transfer, holds at least 20% of the 150,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of an Investor that is a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the seventy-five thousand (75,000) shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after before such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.11 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, (i) Affiliated Persons, and (ii) the holdings of transferees and assignees of a business entity who are Affiliatesspouses, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) succession (collectively, "Family Members"), shall in each case be aggregated together and with the business entity; together, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have designate in writing to the Company from time to time a single attorney-in-fact on behalf of the entire group of Affiliated Persons or Family Members, as the case may be, for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 1 may be assigned (Registration Rightsbut only with all related obligations) by NAI (or its control affiliate) to any control affiliate of NAI. In addition, the rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the Two Hundred Thousand (200,000) shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, (i) the holdings of transferees affiliated partnerships, limited liability companies and assignees other entities, and their constituent or retired partners or members (collectively, "AFFILIATED PERSONS"), and (ii) the holdings of a business entity who are Affiliatesspouses, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) succession (collectively, "FAMILY MEMBERS"), shall in each case be aggregated together and with the business entity; together, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have designate in writing to the Company from time to time a single attorney-in-fact on behalf of the entire group of Affiliated Persons or Family Members, as the case may be, for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) Agreement may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities in accordance with the terms of the Shareholders' Agreement who, after such assignment or transfer, holds at least 205% of the shares of Registrable Securities originally purchased by the Holder then outstanding (as adjusted subject to appropriate adjustments for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of is restricted under the Securities Act. Any such registration assignee shall be subject to all rights assumes and obligations hereunder and shall agree in writing to be bound by the obligations terms of such Holder under this Section 2 (Registration Rights)Agreement. For the purposes of determining the amount of Registrable Securities held by a transferee The 5% threshold referenced above shall not apply to transfers and assignments to another Holder; to partners or assignee, the holdings of transferees and assignees retired partners of a business entity who are Affiliates, retired Affiliates of such entity Holder which is a partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and ); to beneficiaries of a Holder which is a trust; or, with respect to a Holder who is a natural person, the business entityancestors, descendants or spouse of such person or a trust for any of their benefit; provided that all such assignees and transferees who would do not qualify individually for assignment of registration rights meet the 5% threshold shall have appoint a single Holder as their attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)Agreement.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to one or more transferees or assignees of such securities, other than to a direct competitor of the Company having competitive business operations, as reasonably determined by the Company (an "Assignee"), (i) any partner or retired partner who is an employee, member, partner, affiliate of such Holder or affiliated fund of any Holder which is a partnership, (ii) any member partnership or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a company managed by such Holder, or (vii) a transferee who each, after such assignment or assignee who transfer, acquires at least 20% ten percent (10%) (subject to appropriate adjustment for any Recapitalization) of the shares of Registrable Securities originally purchased by the Holder Investor, provided: (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that a) the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee Assignee and the securities with respect to which such registration rights are being assigned; (b) such Assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the transferee or assignee provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such registration rights assumes in writing securities by the obligations of such Holder Assignee is restricted under this Section 2 (Registration Rights)the Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneean Assignee, the holdings of transferees and assignees Assignees of a business entity partnership or limited liability company who are Affiliatespartners, retired Affiliates partners, members or retired members of such entity partnership or limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners, members or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees Assignees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company Incyte to --------------------------------- register Registrable Securities pursuant to this Section 2 (Registration Rights) Agreement may be assigned (but only with all related obligations) by a any Holder to (i) any partner or retired partner or affiliated fund who transfers Registrable Securities with a value (based on the closing price of any Holder which is a partnership, (iithe Common Stock as of the trading day immediately prior to the date of transfer) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% $250,000 or, if less, all of the his, her or its shares of Registrable Securities originally purchased by or (ii) in a transfer that does not require the Holder (as adjusted for any share dividends, combinations, reclassifications amendment or splits with respect to such shares)supplement of the Registration Statement and prospectus; provided, in each case, that the Company Incyte is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that 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 the foregoing, a Holder that is a partnership may assign its rights hereunder to its partners in connection with a distribution of Registrable Securities to such registration rights assumes in writing partners without limitation on the obligations amount of such Holder under this Section 2 (Registration Rights)Registrable Securities being transferred. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)8.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 50,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinations, reclassifications and other recapitalizations) (or splits with respect to a lesser number if all such sharesshares held by the transferor or assignor are being transferred); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or of a limited liability company who are members of such limited liability company (including spouses and ancestors, lineal descendants descendants, and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will will, or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by (a) a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 200,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations and including for purposes of such calculation the shares of Common Stock then issuable upon conversion of Preferred Stock) provided that such transferee or assignee is not a competitor of the Company, reclassifications or splits with respect (b) a Holder to such sharesits shareholders, partners, members, former partners or former members (or their estates), subsidiaries or affiliates; provided, in each case, that : (i) the Company is, within a reasonable time after such transfer, furnished with a 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; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including the provisions of Section 1.14; (iii) 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 Act; and (iv) such transferee or assignee is not a competitor of such registration rights assumes in writing the obligations of such Holder under this Section 2 (Registration Rights)Company. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or limited liability company who are Affiliates, partners or retired Affiliates partners of such entity partnership or members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company, as the case may be; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund "affiliate" of any such Holder which is a partnership(as defined under the Securities Act), (ii) any member such Holder's spouse, parents, siblings, children or former member grandchildren, or other members of any Holder which is such Holder's immediate or extended family (including relatives by marriage), or to a limited liability companycustodian, (iii) any family member trustee or trust other fiduciary for the benefit account of any individual such Holder or members of such Holder, (iv) any Affiliate of a Holder's immediate or extended family in connection with an estate planning transaction, or (viii) a transferee or assignee who acquires of at least 20% twenty-five percent (25%) of the shares of such Holder's Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsSecurities, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the assigned and such transferee or assignee of such registration rights assumes in writing the obligations of such Holder under becomes a party to this Section 2 (Registration Rights)Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity who are Affiliatesaffiliates, retired Affiliates affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates affiliates or Affiliates affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The Subject to any restrictions on --------------------------------- transfer under applicable law and pursuant to other agreements, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) SECTION 11 may be assigned (but only with all related obligations) by a Holder an Other Stockholder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the Two Hundred Fifty Thousand (250,000) shares of Registrable Securities originally purchased by the Holder (as appropriately adjusted for any share stock splits, stock dividends, combinations, reclassifications or splits with respect combinations and other recapitalizations subsequent to such sharesthe date hereof); providedPROVIDED, in each case, that that: (i) the Company is, within a reasonable time after such transfer, furnished with a 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; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, andincluding, provided furtherwithout limitation, that the provisions of SECTION 4; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)SECTION 11.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities who (i) any partner or retired partner or affiliated fund acquires at least one million (1,000,000) shares of any Holder which is a partnershipRegistrable Securities (subject to appropriate adjustment for stock splits, (iistock dividends, combinations and other recapitalizations) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a from such Holder, or (vii) is a transferee subsidiary, parent, partner, limited partner, retired partner, member or assignee who acquires at least 20% stockholder or other affiliate of the shares of Registrable Securities originally purchased by the Holder Holder, including an affiliated venture capital fund; provided (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity venture capital fund, partnership, a limited liability company or a corporation who are Affiliatesaffiliated venture capital funds, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) or members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such members or spouses who acquire Registrable Securities by gift, will or intestate succession) or stockholders of such corporation (including spouses and ancestors, lineal descendants and siblings of such stockholders or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entityventure capital fund, partnership, limited liability company or corporation, as applicable; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner or retired partner or affiliated fund of any Holder which is a partnershipat least 66% of the Registrable Securities originally acquired by the transferring Investor, (ii) any that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or former member stockholder of any Holder which is a limited liability companyHolder, (iii) any family member that is an Affiliated Fund, (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of any an individual Holder or such Holder’s Immediate Family Member, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such Affiliates partners or Affiliates members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, such Holder or (v) a any transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least twenty percent (20% %) of the aggregate Registrable Securities held by such Holder immediately following the Closing (or a lesser percentage if all shares of Registrable Securities originally purchased then held by the a Holder are transferred) (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinations, reclassifications or splits with respect to such sharescombinations and other recapitalizations); provided, in each case, that provided that: (a) -------- ---- the Company is, within a reasonable time after such transfer, transfer furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, andincluding without limitation, provided further, that the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 3 may be assigned (but only with all related obligations) by a Holder only to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who of Registrable Securities which acquires at least 20% of the Five Hundred Thousand (500,000) shares of Registrable Securities originally purchased by the Holder (in each case as adjusted for any share stock splits, stock dividends, combinations, reclassifications or splits with respect to such sharescombinations and other recapitalizations); provided, in each casehowever, that (i) the Company istransferor shall, within a reasonable time after such transfer, furnished with a furnish 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, andand (ii) such transferee shall agree to be subject to all restrictions and obligations set forth in this Agreement; and provided, provided further, that any Investor hereto may transfer Registrable Securities either (a) to any “affiliate(s)” (as defined in Rule 405 promulgated under the transferee or assignee Securities Act) of such registration rights assumes Investor (which, in writing the obligations case of an Investor which is a U.S. limited partnership, shall also include without limitation current and former limited partners, general partners, members and principals of such Holder Investor or any general partner of such Investor) or (b) to such Investor’s spouse, children or grandchildren, or to a trust for the exclusive benefit of such Investor, such Investor’s spouse, children or grandchildren, without regard to the foregoing numerical limitations so long as such Investor and all such assignees agree (as evidenced in a writing to be delivered to the Company prior to any such assignment) that such Investor (or its designee) will act as the single attorney-in-fact for all such assignees for the purpose of exercising any rights, receiving any notices or taking any other action under this Section 2 (Registration Rights)3. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided provided, however, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving any notices or taking any other action under this Section 2 (Registration Rights)3.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of the associated Registrable Securities (ia) any partner or retired partner or affiliated fund of any Holder which who is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a HolderHolder who is an individual, or (vb) a transferee who, after such assignment or assignee who acquires transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted for any share stock splits, dividends, combinationsrecapitalizations, reclassifications or splits with respect to such shares)combinations and the like) of Registrable Securities or, if less, all of the Registrable Securities of the Holder; provided, in each case, that : (i) the Company is, within a reasonable time after such transfer, furnished with a is given prior written notice of such transfer or assignment, furnished the name and address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being assigned, and, provided further, that the assigned and (ii) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of such Holder under this Agreement, including, without limitation, the provisions of Section 2 (Registration Rights)1.14 below. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or limited liability company or partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners, members or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company or partnership; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1. For sake of clarity, the foregoing assignment rights do not eliminate or modify any other restrictions on transfer or assignment with respect to the Registrable Securities set forth in other agreements between a Holder and the Company.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that ; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 750,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) or of an LLC who are members of such LLC shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the one million (1,000,000) shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or limited liability company who are Affiliatespartners, retired Affiliates partners, members or retired members of such entity partnership or limited liability company, respectively, (including spouses and ancestors, lineal descendants and siblings of such Affiliates persons or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) Article I may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that is (i) any partner or a partner, retired partner or affiliated fund of any Holder which that is a partnership, (ii) any member or former member of any Holder which that is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, or any estate planning vehicle of such Holder, or (iv) any Affiliate of a Holder, transferee that holds or (v) a transferee or assignee who acquires at least 20% of the would hold greater than 100,000 shares of Registrable Securities originally purchased by the Holder Preferred Stock (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinations, reclassifications or splits combinations and other recapitalizations with respect to such shares); provided, in each case, that provided that: (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, andincluding (without limitation) the provisions of Section 1.13 below, provided further, that including the execution of an Adoption Agreement in the form attached hereto as Annex A; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership and the provisions of Section 4.9 below shall be applicable; provided provided, however, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights).Article I.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 6 may be assigned (by any Holder to a transferee, and by such transferee to a subsequent transferee, but only with all related obligations) by a Holder to if such rights are transferred (a) (i) any to an affiliate, subsidiary, partner (former or retired partner current), member or affiliated fund shareholder of any such Holder which is a partnershipor transferee or an account managed or advised by the manager or adviser of such Holder or transferee, (ii) by gift or bequest or through inheritance to, or for the benefit of, any member or former member members of any Holder which is such Holder's immediate family or to a limited liability company, (iii) any family member or trust for the benefit of any individual member or members of such Holder, (iv) any Affiliate of a Holder's immediate family, or (viii) to a transferee trust in respect of which such Holder serves as trustee, provided, however, that the trust instrument governing such trust shall provide that such Holder, as trustee, shall retain sole and exclusive control over the voting and disposition of such rights until the termination of this Agreement, or assignee who acquires at least 20% (b) in connection with the sale or other transfer of the shares not fewer than an aggregate of 25,000 Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsstock splits, combinations, reclassifications stock dividends and similar recapitalization events which affect the number of issued and outstanding shares of Registrable Securities) or splits with respect some lesser number, if such lesser number represents all the Registrable Securities then held by such Holder. Any transferee to such shares); provided, in each case, that the Company is, within whom rights under this Agreement are transferred shall (i) as a reasonable time after condition to such transfer, furnished with deliver to the Company a written notice of the name and address of instrument by which such transferee or assignee and the securities with respect agrees to which such registration rights are being assigned, and, provided further, that the transferee or assignee of such registration rights assumes in writing be bound by the obligations of imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Section 2 Agreement and (Registration Rights). For the purposes of determining the amount of Registrable Securities held by ii) be deemed to be a transferee or assignee, the holdings of transferees and assignees of a business entity who are Affiliates, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)Holder hereunder.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds (i) at least 20% of the 50,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share dividendsRecapitalization) or (ii) such lesser number of shares as represents all of such transferring Holder’s shares of Registrable Securities prior to the transfer, combinations, reclassifications provided that for any transfer under this Section 1.12(i) or splits with respect to such shares); provided, in each case, that (ii): (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.13; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The Subject to any restrictions on transfer under applicable law and pursuant to other agreements, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 11 may be assigned (but only with all related obligations) by a Holder an Other Stockholder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the Two Hundred Fifty Thousand (250,000) shares of Registrable Securities originally purchased by the Holder (as appropriately adjusted for any share stock splits, stock dividends, combinations, reclassifications or splits with respect combinations and other recapitalizations subsequent to such sharesthe date hereof); provided, in each case, that that: (i) the Company is, within a reasonable time after such transfer, furnished with a 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; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, andincluding, provided furtherwithout limitation, that the provisions of Section 4; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)11.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 99,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such Registrable Securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership, and the holdings of transferees and assignees who are "affiliates" (as defined in SEC Rule 405) of a Holder shall be aggregated together with such Holder; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities shares pursuant to this Section 2 (Registration Rights) Agreement may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 10,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalization), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of SECTION 11 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of Registrable Securities shares held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities shares by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees partnership. Notwithstanding the foregoing, each of TCW and transferees who would not qualify individually for assignment OCM may assign its rights hereunder at any time in connection with a liquidating distribution of registration rights shall have a single attorney-in-fact for the purpose assets to its partners. For purposes of exercising this Agreement, any rights, receiving notices transferee or taking any action under assignee of securities pursuant to this Section 2 10 shall be deemed to be the same category of Holder (Registration Rights)I.E., OCM Holder, WES&S Holder or a Holder that is not an OCM Holder or a WES&S Holder, as the case may be) as the transferor or assignor of such securities.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by (a) a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of an amount of such securities representing not less than ten percent (10%) of the aggregate number of shares of Common Stock then outstanding (including for purposes of such calculation the shares of Registrable Securities originally Common Stock then issuable upon conversion of all then outstanding Preferred Stock) or (b) any Investor who transfers all of its shares purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares)hereunder; provided, in each case, that (i) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the ; (ii) such transferee or assignee of such registration rights assumes agrees in writing to assume the obligations of such Holder under and be bound by and subject to the terms and conditions of Sections 1 and 3 of this Section 2 Agreement; and (Registration Rights)iii) 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. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) Agreement may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the such Holder’s shares of Registrable Securities originally purchased by the Holder who, after such assignment or transfer, holds at least fifty thousand (as adjusted 50,000) shares of Registrable Securities (subject to appropriate adjustments for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfertransfer or assignment, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of is restricted under the Act. Any such registration assignee shall be subject to all rights assumes and obligations hereunder and, if requested by the Company, shall agree in writing to be bound by the obligations terms of such Holder under this Section 2 (Registration Rights)Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-in- fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)Agreement.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1.12 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) any partner of at least 500,000 shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or retired partner the like) (or affiliated fund if the transferring Holder owns less than 500,000 shares of any Holder which is a partnershipsuch securities, then all Registrable Securities held by the transferring Holder), (ii) any that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or former member stockholder of any Holder which is a limited liability companyHolder, (iii) any family member or trust for the benefit of any individual Holderthat is an Affiliate, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after prior to such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership or (including spouses and ancestors, lineal descendants and siblings y) a limited liability company who are members or retired members of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) limited liability company shall be aggregated together and with the business entitypartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds with a value of at least 20% of $2,000,000 in the shares of Registrable Securities originally purchased by the Holder aggregate, provided: (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that a) the Company is, within a reasonable time after before such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, (i) the holdings of transferees affiliated partnerships, limited liability companies and assignees other entities and their constituent or retired partners or members or limited partners (collectively, "Affiliated Persons"), and (ii) the holdings of a business entity who are Affiliatesspouses, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) succession (collectively, "Family Members"), shall in each case be aggregated together and with the business entity; together, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have designate in writing to the Company from time to time a single attorney-in-fact on behalf of the entire group of Affiliated Persons or Family Members, as the case may be, for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities Common Stock pursuant to this Section 2 (Registration Rights) 4 below may be assigned (but by the Stockholder only with all related obligationsthe Company's express prior written consent, which may be withheld in the Company's sole discretion; provided, however, that the rights of a Stockholder under this Agreement may be assigned without the Company's express prior written consent: (a) to a Permitted Assignee (as defined below); or (b) (if applicable) by will or by the laws of intestacy, descent or distribution, provided that the assignee agrees in writing to be bound by all the obligations of the Stockholder under this Agreement. Any attempt to assign any rights of the Stockholder under this Agreement without the Company's express prior written consent in a Holder situation in which such consent is required by this Section shall be null and void and without effect. Subject to the foregoing restrictions, all rights, covenants and agreements in this Agreement by or on behalf of the parties hereto will bind and inure to the benefit of the respective permitted successors and assigns of the parties hereto. Each of the following parties are "Permitted Assignees" for purposes of this Section 2: (ia) any partner a trust whose beneficiaries consist solely of a Stockholder and such Stockholder's immediate family; (b) the personal representative (such as an executor of a Stockholder's will), custodian or retired partner conservator of a Stockholder, in the case of the death, bankruptcy or affiliated fund adjudication of any Holder which incompetency of that Stockholder; (c) partners of a Stockholder that is a partnership, if Registrable Securities are distributed pro rata, without additional consideration, to the partners; (iid) any member or former member stockholders of any Holder which a Stockholder that is a limited liability companycorporation, if the Registrable Securities are distributed to such stockholders; or (iiid) any immediate family member or trust for the benefit of any individual Holder, (iv) any Affiliate members of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that the transferee or assignee of such registration rights assumes in writing the obligations of such Holder under this Section 2 (Registration Rights). For the purposes of determining the amount of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity who are Affiliates, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)Stockholder.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be 1 maybe assigned (but only with all related obligations) by a Holder to (i) any partner a transferee or retired partner assignee of at least: (A) 50,000 shares of Stock (as adjusted to reflect stock dividends, stock splits or affiliated fund recapitalizations), or (B) all of any Holder which is a partnership, such Holder’s shares of such securities or (ii) any member or former member of any Holder transferee which is a limited liability companyan Affiliate, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of is restricted under the Act; and provided, further, such registration rights assumes in writing transferee agrees to be bound by the obligations of such Holder under this Section 2 (Registration Rights)terms hereof. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (a) a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession); (b) any family member or trust for the benefit of any individual holder; (c) any shareholder of any investor which is a corporation; (d) any member of any investor which is a limited liability company; (e) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such members or spouses who acquire Registrable Securities by gift, will or intestate succession)or (f) any Affiliate of any Holder which is a corporation; shall be aggregated together and with the business entitytogether; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of at least 20% of the 1,000,000 shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendssuch securities, combinations, reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 PROVIDED, and, provided furtherFURTHER, that 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 Act, and PROVIDED, FURTHER, that, except for transfers of such registration shares as a result of distributions to its partners or for estate planning purposes, without the consent of the Board of Directors, the Holder may only assign such rights assumes to a person or entity that is primarily in writing a financial or investment business until the obligations closing of the Company's initial public offering, PROVIDED FURTHER that after the closing of such initial public offering Holder under this Section 2 shall not sell such shares in a private transaction (Registration Rights)ie not an open market sale or pursuant to a registration statement) to an entity that, itself or through a subsidiary, is primarily engaged in the business of developing and manufacturing automated instrumentation systems for clinical, research and drug development applications (a "COMPETITOR") unless the Holder holds less than 5% of the outstanding capital stock. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided PROVIDED that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)2.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) Shares may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such Shares who (i) any acquires at least twenty percent (20%) of the Registrable Shares (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalization), (ii) is a partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) partnership or any member subsidiary or former member affiliate of any Holder which is a limited liability companycorporation, or (iii) any family member of a Holder or trust solely for the benefit of any individual Holdersuch Holder or his or her family member, provided: (iva) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, andincluding, provided furtherwithout limitation, that the provisions of Section 10 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities Shares held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)8.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder or Founder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 500,000 shares of Registrable Securities originally purchased by or Founder Registrable Securities, as the Holder case may be (as adjusted in each case subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including (without limitation) the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities or Founder Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities or Founder Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities granted ATI --------------------------------- Holders pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a an ATI Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee of such securities who acquires all of the Registrable Securities previously held by such ATI Holder, or who, after such assignment or transfer, holds at least 20% of the 100,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time after such transfer, furnished with a 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 provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership or a trust who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) ), or an affiliate or successor trust or trustee of such trust, shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1; provided further that any ATI Holder can assign its rights pursuant to Section 1 hereof to any limited partner of such ATI Holder.

Assignment of Registration Rights. The Any heir or the estate of an Overseas Stockholder which acquires the Registrable Securities from such Overseas Stockholder by will or intestate succession shall be entitled to cause the Company to register Registrable Securities pursuant to this Section 3. Any Overseas Stockholder may sell, assign or transfer Registrable Securities to his or her spouse or children or to a trust established for the benefit of his or her spouse, children or himself or herself, and such transferee shall be entitled to cause the Company to register Registrable Securities pursuant to this Section 3, if, and only if, such transferee agrees in writing to be bound by the terms of this Agreement. In addition, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) Agreement may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% of the shares of Registrable Securities originally purchased by the Holder such securities, provided that: (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, that a) the Company is, within a reasonable time after such transfer, furnished with a written notice of the name and address of such transferee or assignee and the securities with respect to which such specified registration rights are being assigned, and, provided further, that the ; (b) such transferee or assignee of such registration rights assumes agrees in writing to be bound by and subject to the obligations terms and conditions of this Agreement; and (c) a minimum of 100,000 (such Holder under this Section 2 (Registration Rights). For number to be appropriately adjusted for stock splits, stock dividends, recapitalizations and similar events) of the purposes of determining the amount of Registrable Securities held by a Holder are transferred or assigned; provided, however, that if a transferee or assigneeacquires Registrable Securities from a Holder in a transaction in which such securities are not subject to restrictions on transfer under the Act in the hands of the transferee, the holdings of transferees and assignees of a business entity who are Affiliates, retired Affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such Affiliates or Affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights set forth in Section 3 shall have a single attorney-in-fact not be assignable to such transferee. In each such event and for purposes of this Agreement, the purpose of exercising any rightsterm "Holder" as used herein shall include all such heirs, receiving notices such estate or taking any action under this Section 2 (Registration Rights)such transferees.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the 750,000 shares of Registrable Securities originally purchased by the Holder (as adjusted subject to appropriate adjustment for any share stock splits, stock dividends, combinationscombinations and other recapitalizations), reclassifications or splits with respect to such shares); provided, in each case, that : (a) the Company is, within a reasonable time after such transfer, furnished with a 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; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and, provided further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) or of an LLC who are members of such LLC shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee if such transferee or assignee (i) any partner or retired partner or affiliated fund of any Holder which is a partnershipsubsidiary, parent, general partner, limited partner, retired partner, member, retired member or affiliate of a Holder, (ii) any member or former member of any Holder which is a limited liability company, (iii) any Holder’s family member or trust for the benefit of any an individual Holder, (iii) is an entity controlling, controlled by or under common control with any Investor or (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires at least 20% 100,000 shares of such securities (or all of the shares of Holders’ Registrable Securities originally purchased by the Holder (as adjusted for any share dividendsSecurities, combinationsif less), reclassifications or splits with respect to such shares); provided, in each case, that provided the Company is, within a reasonable time frame after such transfer, furnished with a 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 the securities with respect to which such registration rights are being assigned; and provided, and, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.

Assignment of Registration Rights. The Subject to any restrictions on transfer under applicable law and pursuant to other agreements, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) SECTION 11 may be assigned (but only with all related obligations) by a Holder an Other Stockholder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires of such securities who, after such assignment or transfer, holds at least 20% of the Two Hundred Fifty Thousand (250,000) shares of Registrable Securities originally purchased by the Holder (as appropriately adjusted for any share stock splits, stock dividends, combinations, reclassifications or splits with respect combinations and other recapitalizations subsequent to such sharesthe date hereof); providedPROVIDED, in each case, that that: (i) the Company is, within a reasonable time after such transfer, furnished with a 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; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, andincluding, provided furtherwithout limitation, that the provisions of SECTION 4; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee of such registration rights assumes in writing is restricted under the obligations of such Holder under this Section 2 (Registration Rights)Securities Act. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)SECTION 11.

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 (Registration Rights) 1 may be assigned (but only with all related obligations) by a Holder to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any Affiliate of a Holder, or (v) a transferee or assignee who acquires holds of at least 20% of the 1,000,000 shares of Registrable Securities originally purchased by the Holder (as adjusted for any share dividendssuch securities upon such transfer, combinations, reclassifications or splits with respect to such shares); provided, in each case, that (a) the Company is, within a reasonable time after such transfer, furnished with a 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, provided further, that (b) 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 Act and (c) the assignee or transferee enters into a written agreement with the Company whereby the assignee or transferee agrees to be bound by the terms of such registration rights assumes in writing this Agreement including, but not limited to, the obligations terms of such Holder under Section 1.15 of this Section 2 (Registration Rights)Agreement. For the purposes of determining the amount number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity partnership who are Affiliates, partners or retired Affiliates partners of such entity partnership (including spouses and ancestors, lineal descendants and siblings of such Affiliates partners or Affiliates spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entitypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2 (Registration Rights)1.