Common use of Further Limitations on Disposition Clause in Contracts

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until:until either, (1a) There there is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder (i) such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; Act, and (iii) the transferee has agreed in writing to be bound by this Article 3, the Rights Agreement and the Stockholders Agreement (with respect to the Stockholders Agreement and the Rights Agreement to the extent that the transferor was so bound). It is agreed that the Company will not require opinions of counsel pursuant to this Section 3.6(b) for transactions made pursuant to Rule 144, provided that no such opinion shall be required for dispositions in it receives appropriate representations from the seller with regard to compliance with Rule 144 under the Act144, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required by the Company for (i) a transfer to a Permitted Transferee (as defined in the Rights Agreement), or (ii) a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession an Investor to any spouse entity directly or lineal descendants indirectly controlled by or ancestors, if all transferees agree in writing to be subject to controlling the terms hereof to the same extent as if they were the Holders hereunderInvestor.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder (i) Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to an affiliated venture fund or a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch partnership, or transfers to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if the prospective transferee agrees in all transferees agree such instances in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder undersigned further agrees not to make any disposition of all or any portion of the Securities Shares unless and until: (1a) There is then in effect a registration statement "Registration Statement" under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement and any applicable requirements of state securities laws; or (2i) The Holder the undersigned shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel at undersigned's expense (except for dispositions pursuant to Rule 144 of the Rules and Regulations under the Act which dispositions shall not so require an opinion of counsel, ) reasonably satisfactory to the Company, that such disposition will not require registration of the Shares under the Act or the consent of or permit from appropriate authorities under any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstanceslaw. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement Registration Statement or opinion of counsel shall be necessary for a transfer by the Holder undersigned to a constituent stockholder or constituent partner (or retired partner) or member (or retired memberincluding any constituent of a constituent) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsundersigned, if all the transferee or transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders undersigned hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Subscriber further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) i. There is then in effect a registration Registration Statement under the Securities Act or a qualified offering statement under Regulation A (“Regulation A”) of the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration Registration Statement or qualified offering statement; or (2) ii. The Holder Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Subscriber shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3) iii. Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Subscriber to a partner (or retired partner) or member (or retired member) of the Holder such Subscriber in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Subscribers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until (1X) There there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or statement or (2Y) The Holder such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require be exempt from registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1) and (2) aboveforegoing, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Investor (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Investor, (ii) to a partner (or retired partner) or member (or retired partner or member) of the Holder in accordance with partnership or limited liability company interestssuch transferring Investor, or transfers to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Investor’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession to or (iv) in compliance with Rule 144(k) (or any spouse successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the case of (i), (ii) or lineal descendants or ancestors(iii), if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above, the Holder such Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionCompany, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder a Purchaser that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to a shareholder of an investment corporation, or to the estate of any such partner or retired partner) partner or member (shareholder or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any such partner or shareholder to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or shareholder or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder ▇▇▇▇▇▇ further agrees not to make any disposition of all or any portion of the Securities unless and until: (1i) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2ii) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3iii) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder ▇▇▇▇▇▇ to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investor Rights Agreement, provided and to the extent that this Section 3 and the Investor Rights Agreement are then applicable, and: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor to any affiliated venture capital fund or investment fund, or by an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way ---------------------------------- limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Registrable Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by Sections 1.9 of this Agreement and (to the extent required by applicable securities law, in the opinion of counsel to the Company) has agreed to be bound by these Sections 2.1 and 2.2; provided, however, that the foregoing shall not apply if: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) until such time as the proposed disposition may be made under Rule 144(k) under the 1934 Act, if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except in unusual circumstances.; or (3c) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunderThe proposed disposition is made under Rule 144(k).

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) : There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2) or The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder. Accredited Investor Status. Each Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Holders hereunderAct.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities Note unless and until: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Investor shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Investor to a partner (or retired partner) or member (or retired member) of the Holder Investor in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to an affiliated venture fund or a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch partnership, or transfers to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if the prospective transferee agrees in all transferees agree such instances in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, the Holder each Lender further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Borrower to be bound by this Section 6 and: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder shall have Lender has notified the Company Borrower of the proposed disposition and has furnished the Company Borrower with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (ii) if reasonably requested by the CompanyBorrower, the Holder Lender shall have furnished the Company Borrower with an opinion of counsel, reasonably satisfactory to the CompanyBorrower, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all All transferees agree in writing to be subject to the terms hereof hereof, and any other agreements to which such Securities may be subject, to the same extent as if they were Lenders hereunder, including but not limited to the Holders hereunder.Note Administration and Security Agreement in the form attached hereto as Exhibit C.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investors' Rights Agreement provided and to the extent this Section and such agreement are then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs Paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder a Purchaser to a partner (or i) any shareholder, partner, retired partner, member or former member of such Purchaser for no additional consideration, (ii) any affiliate, including affiliated funds, for no additional consideration or member (or retired memberiii) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, the Holder each L▇▇▇▇▇ further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5 and: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder shall have Lender has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (ii) if reasonably requested by the Company, the Holder L▇▇▇▇▇ shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. Lender shall not make any disposition of any of the Securities to any of the Company’s competitors, or to any person that would result in the Company being ineligible to rely on Rule 506 of Regulation D in regards to the issuance of the Securities or any applicable state subsequent issuance of securities laws; provided that no of the Company, as such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except either case is in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer good faith determined by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunderCompany.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities Common Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Registration Rights Agreement provided and to the extent this Section 3 and such agreement are then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Act Act, covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to SEC Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs Paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without For a period of two years from the date hereof, without in any way limiting the representations set forth above, the Holder EMC further agrees not to make any disposition of all or any portion of the Securities unless and until: (1i) There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2ii) The Holder EMC shall have notified the Company of the its proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionin reliance upon Rule 144, and (ii) if reasonably requested by the Company, the Holder EMC shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided 1933 Act. It is agreed that no the Company will not require opinions of counsel from EMC for transactions made pursuant to Rule 144, except in unusual circumstances and in such instance, the cost of such opinion shall be required for dispositions in compliance with Rule 144 under borne by the Act, except in unusual circumstancesCompany. (3iii) Notwithstanding the provisions of paragraphs Subsections (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder EMC that is a partnership to a partner (or affiliated partnership or fund, of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Securities Act of 1933, as amended (the “Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1Section 4.4(a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities to any third party unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 to the extent this Section is then applicable, and: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a any general or limited partner (or retired partner) or member (or retired member) of the Holder in accordance with such partnership or limited liability company intereststo the estate of any such partner or to any corporation, partnership, or transfers other entity which is an affiliate of such partnership or the transfer by gift, will or intestate succession by any such partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations and warranties of the Investor set forth aboveabove in this Section 5, the Holder further agrees Investor shall not to make any disposition of all or any portion of the Securities unless and untiluntil it has complied with all requirements related to disposition of the Securities under the Restated Operating Agreement and: (1a) There there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder shall have the Investor has first notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1Section 5.8(a) and (2Section 5.8(b) above, no such registration statement or opinion of counsel shall be necessary for a required for: (a) any transfer of any Securities in compliance with Rule 144 or Rule 144A under the Securities Act (it being agreed that the Company shall have the right to receive evidence satisfactory to it regarding compliance with such rule or any successor or analogous rule prior to the registration of any such transfer) or (b) any transfer of any Securities to an Affiliate of the Investor (including any deemed transfer by the Holder to reason of a partner (or retired partner) or member (or retired member) change of control of the Holder Investor or its Affiliates) in accordance compliance with partnership or limited liability company intereststhe terms of the Restated Operating Agreement; provided, or transfers by giftthat the transferee shall, will or intestate succession prior to any spouse or lineal descendants or ancestorsgiving effect to such transfer, if all transferees agree in writing to be subject to the terms hereof of this Section 5 to the same extent as if they the transferee were the Holders hereunderInvestor under this Agreement.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such effective registration statement; or (2b) The Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (ii) if reasonably requested by the CompanyCompany in connection with a disposition of all or any portion of this Warrant only (and not, for the avoidance of doubt, a disposition of all or any portion of the Warrant Stock), at the expense of Holder shall have furnished or its transferee, delivered to the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, in form and substance that such disposition will not require registration of such Securities under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) aboveof this Section 7.8, no such registration statement or opinion of counsel shall be necessary required for a any transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession any Securities for no consideration to any spouse or lineal descendants or ancestors, if all transferees agree affiliate of Holder; provided that the transferee agrees in writing to be subject to the terms hereof of this Warrant to the same extent as if they were the Holders hereunderHolder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they the applicable party were the Holders Holder hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Amended and Restated Investors' Rights Agreement provided and to the extent this Section and such agreement are then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs Paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder undersigned further agrees not to make any disposition of all or any portion of the Securities Shares unless and until: (1a) There is then in effect a registration statement "Registration Statement" under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement and any applicable requirements of state securities laws; or (2i) The Holder the undersigned shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel (except for dispositions pursuant to Rule 144 of the Rules and Regulations under the Act which dispositions shall not so require an opinion of counsel, ) reasonably satisfactory to the Company, that such disposition will not require registration of the Shares under the Act or the consent of or permit from appropriate authorities under any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstanceslaw. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement Registration Statement or opinion of counsel shall be necessary for a transfer by the Holder undersigned to a constituent stockholder or constituent partner (or retired partner) or member (or retired memberincluding any constituent of a constituent) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsundersigned, if all the transferee or transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders undersigned hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untilto any third party unless: (1a) There Such proposed disposition is then in effect a made pursuant to an effective registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementAct; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement which describes briefly the manner of the circumstances surrounding such disposition and identifies the proposed dispositiontransferee, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except ; and (iii) the transferee has agreed in unusual circumstances. (3) writing for the benefit of the Company to be bound by Sections 3.8 and 3.9 of this Agreement to the extent such Section is then applicable. Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a any general or limited partner (or retired partner) or member (or retired member) of the Holder in accordance with such partnership or limited liability company intereststo the estate of any such partner or to any corporation, partnership, or transfers other entity which is an affiliate of such partnership or the transfer by gift, will or intestate succession by any such partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Nevatronix further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Act applicable securities rules, covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder Nevatronix shall have notified the Company Tevano of the proposed disposition and furnished the Company Tevano with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the CompanyTevano, the Holder Nevatronix shall have furnished the Company Tevano with an opinion of counsel, reasonably satisfactory to the CompanyTevano, that such disposition will not require registration under the Act applicable securities rules, or any applicable state provincial securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.; (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Nevatronix to a partner (or retired partner) or member (or retired member) of the Holder Nevatronix in accordance with partnership or limited liability company Tevano interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Nevatronixs hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities (other than exercise of the Warrant) unless and until: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to any Affiliate of the Holder, or a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they the applicable party were the Holders Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder a Purchaser which is (A) a partnership to a partner (its partners or retired partner) or member (or retired member) of the Holder former partners in accordance with partnership or interests, (B) a corporation to its shareholders in accordance with their interest in the corporation, (C) a limited liability company intereststo its members or former members in accordance with their interest in the limited liability company, or transfers by gift, (D) to the Purchaser's family member or trust for the benefit of an individual Purchaser; provided that in each case the transferee will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof of this Agreement to the same extent as if they he were the Holders an original Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investor Rights Agreement, provided and to the extent that this Section 3 and the Investor Rights Agreement are then applicable, and: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 Securities under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor to any affiliated venture capital fund or investment fund, or by an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2a) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3b) Notwithstanding the provisions of paragraphs paragraph (1) and (2a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investors' Rights Agreement provided and to the extent this Section and such agreement are then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs Paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor (i) to an Affiliate (as defined in Rule 405 under the Holder Act; or (ii) that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities Purchased Shares or the Conversion Shares unless and until: (1a) There there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by (ii) the Company, the Holder Investor shall have furnished the Company Company, at the expense of the Investor or its transferees, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state of such securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for a any transfer of any Purchased Shares or Conversion Shares in compliance with Rule 144 or Rule 144A; or (ii) for any transfer of any Purchased Shares or Conversion Shares by the Holder Investor to (A) a partner (or retired partner) or member of such Investor, (B) a retired partner of such Investor who retires after the date hereof, or retired (C) the estate of any such partner or member) ; provided that in each of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 4 (other than Section 4.4) to the same extent as if they the transferee were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities Purchased Shares unless and until: (1a) There there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by and, at the Companyexpense of such Investor or its transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the 1933 Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Purchased Shares by an Investor that is a transfer by the Holder partnership or a corporation without payment of consideration to (A) a partner (or retired partner) or member (or retired member) of the Holder in accordance with such partnership or limited liability company interestsshareholder of such corporation, (B) a controlled affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the date hereof, (D) the estate of any such partner or shareholder, or transfers (iii) for the transfer by gift, will or intestate succession by any Investor to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 4 (other than Section 4.5) to the same extent as if they the transferee were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations warranties set forth aboveabove and without prejudice to the provisions of Section 10.1 –10.3, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) aboveabove and without prejudice to the provisions of the Constitutional Documents which relate to the transfer of the Securities, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession Purchaser to any spouse person to whom the Purchaser may assign this Agreement pursuant to Sections 10.1 or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder10.2.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the No Holder further agrees not to shall make any disposition of all or any portion of the Registrable Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Agreement, the Co-Sale Agreement (unless it has been terminated) and the Voting Agreement (unless it has been terminated), and: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, counsel or other evidence reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided Securities Act. It is agreed that no such opinion shall be required the Company will not require opinions of counsel for dispositions in compliance with transactions made pursuant to Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and or (2b) above, no such registration statement or opinion of counsel or other evidence shall be necessary for a transfer by the a Holder that is a partnership to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch partnership, or transfers to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders a Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the ---------------------------------- representations set forth above, the Holder each Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There there is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder (i) such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion reasonably satisfactory to the Company of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except in unusual circumstances. (3) . It is agreed that the Company will not require an opinion of counsel for any transactions made by an Investor pursuant to Rule 144 or 144A. Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor which is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his spouse or lineal descendants or ancestors, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counselcounsel , reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will , or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities Note or the securities issuable upon conversion thereof unless and until: (1a) There is then in effect a registration statement Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to a member, shareholder, or partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestsPurchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunderit was Holder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Seller further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Seller shall have notified the Company Purchaser of the proposed disposition and disposition, shall have furnished the Company Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by and, at the Companyexpense of Seller or its transferee, the Holder shall have furnished the Company Purchaser with an opinion of counsel, reasonably satisfactory to the CompanyPurchaser, that such disposition will not require registration of such securities under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the 1933 Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for a any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A; or (ii) for any transfer of any Securities by the Holder Seller to (A) a partner of such partnership or a stockholder of Seller, or (or retired partnerB) or member (or retired member) the estate of any such stockholder; provided that in each of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree foregoing cases the transferee agrees in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.be

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, provided and to the extent this Section 3 is then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counselcounsel (which may be counsel to the Company), reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual extraordinary circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a any transfer by Purchaser to the Holder to a partner (partners, members, retired partners, retired members, stockholders, and affiliates of Purchaser or the estates and immediate family members of any such partners, retired partner) or member (or partners, members, and retired member) members and any trusts for the benefit of any of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsforegoing persons, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser (i) in compliance with Rule 144 or Rule 144(k) (or any successor provisions) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule or (ii) to a shareholder, member or partner (or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interestsPurchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders a Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and any other agreement which the purchasers of equity security are required to execute and deliver in connection with the Qualified Financing, and: (1a) There is then in effect a registration statement under the Securities Act of 1933, as amended, covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and (ii) if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Actof 1933, except in unusual circumstancesas amended. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder a Purchaser to a shareholder or partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders an original Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 promulgated under the Securities Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities Purchased Shares unless and until: (1a) There there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by and, at the Companyexpense of such Investor or its transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the 1933 Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of Purchased Shares by an Investor that is a transfer by the Holder partnership or a corporation to (A) a partner (or retired partner) or member (or retired member) of the Holder in accordance with such partnership or limited liability company interestsstockholder of such corporation, (B) a retired partner of such partnership who retires after the date hereof, (C) the estate of any such partner or stockholder, or transfers (iii) for the transfer by gift, will or intestate succession by any Investor to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 4 (other than Section 4.5) to the same extent as if they the transferee were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder MSN further agrees not to make any disposition of all or any portion of the Securities unless Acquired Shares being purchased hereunder except in compliance with applicable state securities laws and untilunless: (1) There 3.10.1 there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; 3.10.2 such disposition involves: (i) a transfer not involving a change in beneficial ownership; (ii) a transfer in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule; (iii) transfers by any holder who is an individual to a trust for the benefit of such holder or his family; or (iv) transfers by gift, will or intestate succession to the spouse, lineal descendants or ancestors of any holder or spouse of a holder; or (2) The Holder 3.10.3 MSN shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and, if reasonably requested by the Company, the Holder MSN shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any and will be in compliance with applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Connetics further agrees not to make any disposition of all or any portion of the Securities Note, the Series B Preferred and the Series C Preferred unless and until: (1a) There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Connetics shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Connetics shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Connetics to a shareholder or partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch Connetics, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Connetics hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Act (a “Registration Statement”) covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to a partner (or retired partner) or member (or retired member) an affiliate of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorssuch Purchaser, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities Shares unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or; (2b) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 Shares under the Act, except in unusual circumstances.; or (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if the prospective transferee agrees in all transferees agree such instances in writing to be subject to the terms hereof hereof, including the representations and warranties in this Section 3, to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way ------------------------------------- limiting the representations set forth above, the Holder each Purchaser severally and not jointly further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or statements or (2i) The Holder such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided Securities Act. It is agreed that no such opinion shall be required the Company will not require opinions of counsel for dispositions in compliance with transactions made pursuant to Rule 144 under the Act, except in unusual circumstances; provided, however, each Purchaser acknowledges that the transfer agent for the Common Stock may require opinions of counsel for any transactions made pursuant to Rule 144. (3b) Notwithstanding the provisions of paragraphs paragraph (1) and (2a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a constituent shareholder or constituent partner (or retired partner) or member (or retired memberincluding any constituent of a constituent) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorssuch Purchaser, if all the transferee or transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Investor shall have notified the Company of the proposed disposition disposition, and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by and, at the Companyexpense of Investor or his transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the 1933 Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Securities in compliance with Rule 144 or Rule 144A; (ii) for any transfer of any Securities by an Investor that is a transfer by the Holder partnership or a corporation to (A) a partner (or retired partner) or member (or retired member) of the Holder in accordance with such partnership or limited liability company interestsshareholder of such corporation, (B) a controlled affiliate of such partnership or transfers corporation, (C) a retired partner of such partnership who retires after the date hereof, (D) the estate of any such partner or shareholder; or (iii) for the transfer by gift, will or intestate in testate succession by any Investor to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 4 to the same extent as if they the transferee were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a shareholder or partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:; (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a stockholder or partner (or retired partner) or member "affiliate" (or retired memberas defined under the Securities Exchange Act of 1934) of the Holder in accordance with partnership or limited liability company interestssuch Purchaser, or transfers by gift, will or intestate interstate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided Securities Act. It is agreed that no such opinion shall be required the Company will not require opinions of counsel for dispositions transactions made pursuant to Rule 144, as currently in compliance with Rule 144 under the Actexistence, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor which is 11 a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his spouse or lineal descendants or ancestors, if all transferees agree the transferee agrees in writing to be subject to the terms hereof of this Agreement to the same extent as if they he were an original Investor hereunder; provided, however, that the Holders hereunderprovisions of Section 3.6(b) above shall apply if the Company or its counsel are unable to determine if such transfer may be made in compliance with federal and applicable state securities laws.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder GMVP further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder GMVP shall have notified the Company NGBL of the proposed disposition and furnished the Company NGBL with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the CompanyNGBL, the Holder GMVP shall have furnished the Company NGBL with an opinion of counsel, reasonably satisfactory to the CompanyNGBL, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. The parties acknowledge that Rule 144 will allow dispositions of the Securities by GMVP made in compliance with the requirements of such rule. Such requirements would include, among other things, the satisfaction by GMVP of the holding period requirement set forth in Rule 144(d) (currently six months or one year, as applicable). (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder GMVP to a partner (or retired partner) or member (or retired member) of the Holder GMVP in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders GMVPs hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities Note or the securities issuable upon conversion thereof unless and until: (1a) There is then in effect a registration statement Registration Statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to an affiliate, a shareholder or a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestsPurchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. Purchaser further acknowledges that the Securities are restricted securities under Rule 144 of the Act, and, therefore, when the Company issues certificates reflecting the ownership interest in the Securities, those certificates will contain a restrictive legend substantially similar to the following: Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1i) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2ii) The Holder Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs subparagraphs (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestsPurchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder as long as the Holders hereunderconsent of the Company is obtained.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser severally and not jointly further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, in the Holder event that such transfer is not made pursuant to a registration statement under the Securities Act, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided Securities Act. It is agreed that no such opinion shall be required the Company will not require opinions of counsel for dispositions in compliance with transactions made pursuant to Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to a shareholder or partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsPurchaser, if all the transferee or transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investors’ Rights Agreement, and: (1a) There is then in effect a registration statement under the ‘33 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided ‘33 Act. It is agreed that no such opinion shall be required the Company will not require opinions of counsel for dispositions in compliance with transactions made pursuant to Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, to any affiliate of such Investor or to any other Investor who purchases any Series B Preferred, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder (a) Each Investor further agrees not to make any disposition of all or any portion of the Securities Shares, the Warrants or the Reserved Shares unless and until: (1i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementstatement and all applicable state securities laws; or (2ii) The Holder (A) Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder (B) such Investor shall have furnished the Company with an a reasonably satisfactory opinion of from counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act and that all requisite action has been or will, on a timely basis, be taken under any applicable state securities laws; provided that no laws in connection with such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstancesdisposition. (3b) Notwithstanding the provisions of paragraphs (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by any Investor pursuant to Rule 144A or Rule 144 promulgated under the Holder Securities Act or a transfer in compliance with the Securities Act by an Investor to a partner (partner, subsidiary, shareholder or retired partner) affiliate of such Investor or member (to an Affiliated Fund or retired member) to any director, officer or employee of the Holder in accordance with partnership Company, MCP or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsFlagship, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they such transferee were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investors' Rights Agreement provided and to the extent this Section 3 and such agreement are then applicable; and: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless Shares being purchased hereunder (or of the common stock issuable upon conversion of the Shares) except in compliance with applicable state securities laws and untilunless: (1a) There there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; (b) such disposition involves: (i) a transfer not involving a change in beneficial ownership; (ii) a transfer in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule; (iii) transfers by any holder who is an individual to a trust for the benefit of such holder or his family; or (iv) transfers by gift, will or intestate succession to the spouse, lineal descendants or ancestors of any holder or spouse of a holder; or (2c) The Holder such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and and, if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any and will be in compliance with applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, provided and to the extent this Section 3 is then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Lender shall have furnished the Company with an opinion of counselcounsel (which may be counsel to the Company), reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances144. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a any transfer by Lender to the Holder to a partner (partners, members, retired partners, retired members, stockholders, and affiliates of Lender or the estates and immediate family members of any such partners, retired partner) or member (or partners, members, and retired member) members and any trusts for the benefit of any of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunderforegoing persons.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities Stock unless and untiluntil the transferee has agreed in writing to be bound by the terms of this Agreement and: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.; (3b) Notwithstanding the provisions of paragraphs subparagraph (1) and (2a) above, and unless otherwise required by law, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Investor which is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the 1933 Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a stockholder or partner (or retired partner) of such Purchaser, or member (or retired member) of the Holder in accordance a registered investment company with partnership or limited liability company interestsa common investment advisor, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors (or to a custodian or trustee for the benefit of the Purchaser or his or her spouse, lineal descendants or ancestors), if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Seller further agrees not to make any disposition of all or any portion of the Securities unless and until: (1i) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2ii) The Holder Seller shall have (A) notified the Company Purchaser of the proposed disposition and shall have furnished the Company Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the CompanyPurchaser, the Holder shall have furnished the Company Purchaser with an opinion of counsel, reasonably satisfactory to the CompanyPurchaser, that such disposition will not require registration under the Act or any applicable state securities laws; provided Securities Act. It is agreed that no such opinion shall be required the Purchaser will not require opinions of counsel for dispositions in compliance with transactions made pursuant to Rule 144 under the Act, except in unusual circumstances. (3iii) Notwithstanding the provisions of paragraphs (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Seller to a constituent partner (or retired partner) or member (or retired memberincluding any constituent of a constituent) of the Holder in accordance with partnership Seller or limited liability company interests, to a trust for the benefit of a constituent and or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsmembers of his immediate family, if all the transferee or transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Amended and Restated Investors' Rights Agreement provided and to the extent this Section and such agreement are then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs Paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not ---------------------------------- to make any disposition of all or any portion of the Securities Warrant or Warrant Stock unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and if reasonably requested by the Company, the Holder shall have furnished the Company Company, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state of such securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for a any routine transfer by of any Warrant or Warrant Stock in compliance with SEC Rule 144 or Rule 144A; or (ii) for the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession by Holder to any his or her spouse or lineal descendants or ancestors, if all transferees agree ancestors or any trust for any of the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to -------- be subject to governed by the terms hereof provisions of this Warrant (including without limitation this Section 5) to the same extent as if they the transferee were an original Holder hereunder, and to execute such other agreements reasonably requested by the Holders hereunderCompany relating to the Warrant or the Warrant Stock.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6, provided and to the extent this Section is then applicable, and unless and until: (1i) There is then in effect a registration statement under the Act is in effect covering such proposed disposition (and such disposition is made in accordance with such registration statement); or (2A) The Holder shall have has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, the Holder shall have has furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state of securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, . The Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3iii) Notwithstanding the provisions of paragraphs Paragraphs (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the a Holder to a partner (any entity or retired partner) person that is controlled by, controls or member (or retired member) of is under common control with the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsHolder, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they it, he or she were the Holders Holder hereunder.

Further Limitations on Disposition. (a) Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and untilunless: (1i) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2A) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company Company, if reasonably requested, with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3b) Notwithstanding the provisions of paragraphs subsections (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership any affiliate or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, general partner of such Investor if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way ------------------------------------- limiting the representations set forth above, the Holder each Purchaser severally and not jointly further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or statements or (2i) The Holder such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided Securities Act. It is agreed that no such opinion shall be required the Company will not require opinions of counse l for dispositions in compliance with transactions made pursuant to Rule 144 under the Act, except in unusual circumstances; provided, however, each Purchaser acknowledges that the transfer agent for the Common Stock may require opinions of counsel for any transactions made pursuant to Rule 144. (3b) Notwithstanding the provisions of paragraphs paragraph (1) and (2a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a constituent shareholder or constituent partner (or retired partner) or member (or retired memberincluding any constituent of a constituent) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorssuch Purchaser, if all the transferee or transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchaser hereunder.

Further Limitations on Disposition. The Grantee shall have no right to transfer Unvested Units (as defined below), and pursuant to the Operating Agreement has very limited rights to transfer the Vested Units (as defined below). Without in any way limiting the representations set forth above, the Holder Grantee further agrees not to make any disposition of all or any portion of the Securities Vested Units unless and untiluntil the Grantee has complied with the restrictions on Transfer set forth in the Operating Agreement: (1a) There Either (i) there is then in effect a registration statement under the Act covering such proposed disposition disposition, and such disposition is made in accordance with such registration statement; or or (2ii) The Holder the Grantee (A) shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) (x) the Company shall be satisfied that such proposed disposition complies in all respects with SEC Rule 144 or any successor rule providing a safe harbor for such dispositions without registration or (y) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Restricted Units under the Act or any applicable state securities lawsAct; provided that no such opinion shall be required for dispositions and (b) The Transfer is in compliance with Rule 144 under the Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) terms of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if Operating Agreement and all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunderapplicable laws.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities Common Stock unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investors' Rights Agreement, and: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Investor that is a corporation to a partner (or retired partner) or member (or retired member) wholly owned subsidiary of such corporation if the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree transferee agrees in writing to be subject to the terms hereof to the same extent as if they it were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until:. (1a) There is then in effect a registration statement under the Securities Act of 1933, as amended (the “Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement; or; (2b) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.; or (3c) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or ), member (or retired member) or similar equity holder of the Holder in accordance with partnership or partnership, limited liability company or similar equity interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Investor further agrees not to make any disposition of all or any portion of the Securities Preferred Stock or Common Stock issued on conversion thereof without the consent of the Company, unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and Section 7, provided and to the extent that such sections are applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities laws; provided Securities Act. It is agreed that no such opinion shall be required the Company will not require opinions of counsel for dispositions transactions made pursuant to Rule 144, as currently in compliance with Rule 144 under the Actexistence, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel or consent of the Company shall be necessary for a transfer by an Investor to an affiliated entity which controls, is controlled by, or under common control with, the Holder to a partner (or retired partner) or member (or retired member) Investor, provided that the transferee agrees in writing for the benefit of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing Company to be subject to the terms hereof to the same extent as if they were the Holders hereunderbound by this Section 3 and Section 7.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, the Holder Lender further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5 and: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; orstatement or the disposition is otherwise made in a manner which in the reasonable opinion of the Company or its counsel would not violate applicable securities laws; (2i) The Holder shall have Lender has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, ; and (ii) if reasonably requested by the Company, the Holder Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act or any applicable state securities lawsSecurities Act; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.or (3c) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all All transferees agree in writing to be subject to the terms hereof hereof, and any other agreements to which such Securities may be subject, to the same extent as if they were the Holders Lender hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or; (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.; or (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if the prospective transferee agrees in all transferees agree such instances in writing to be subject to the terms hereof hereof, including the representations and warranties in this Section 3, to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1i) There is then in effect a registration statement Registration Statement under the Securities Act of 1933 (the "Act"), as amended, covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2ii) The Holder Such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstancesas amended. (3iii) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to a shareholder or partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunderPurchaser hereunder and, prior to any such transfer, such Purchaser delivers such written agreement to the Company.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the The Holder further agrees not to make any disposition of all or any portion of the Securities (each a “Permitted Transfer”) unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6, to the extent this Section is then applicable, and: (1i) There there is then in effect a registration statement under the 1933 Act covering such the proposed disposition and such disposition is made in accordance with such registration statement; or (2A) The the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (B) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the applicable Securities under the Act or any applicable state securities laws1933 Act; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.and (3iii) Notwithstanding the provisions of paragraphs notwithstanding (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the a Holder (A) that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, or (B) to any entity that is controlled by, controls or is under common control with the Holder, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they it were the Holders an original Holder hereunder.

Further Limitations on Disposition. Without in any way ---------------------------------- limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession by any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Lender further agrees not to make any disposition of all or any portion of the Securities Note unless and until: (1a) There is then in effect a registration statement Registration Statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Lender to an affiliate, a shareholder or a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestsLender, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders a Lender hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Rights Agreement provided: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs Paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Purchaser that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities this Note unless and until: (1a) There there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The the Holder shall have notified the Company of the proposed disposition disposition, and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by and, at the Company, expense of the Holder shall have furnished the Company or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Note under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for a any transfer of this Note in compliance with Rule 144 or Rule 144A; or (ii) for any transfer of this Note by the Holder to (A) a partner of the Holder, (or B) a controlled affiliate of the Holder, (C) a retired partner) or member (or retired member) partner of the Holder in accordance with partnership or limited liability company interestswho retires after the date hereof, or transfers by gift, will or intestate succession to (D) the estate of any spouse or lineal descendants or ancestors, if all transferees agree such partner; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 5 to the same extent as if they the transferee were the Holders original Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the The Holder further agrees not to make any disposition of all or any portion of the Securities (each a "Permitted Transfer") unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6, to the extent this Section is then applicable, and: (1i) There there is then in effect a registration statement under the 1933 Act covering such the proposed disposition and such disposition is made in accordance with such registration statement; or (2A) The the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (B) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the applicable Securities under the Act or any applicable state securities laws1933 Act; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.and (3iii) Notwithstanding the provisions of paragraphs notwithstanding (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the a Holder (A) that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, or (B) to any entity that is controlled by, controls or is under common control with the Holder, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they it were the Holders an original Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor further agrees not to make any disposition of all or any portion of the Securities (other than the valid exercise or conversion thereof in accordance with their respective terms) unless and until: (1a) There is then in effect a registration statement under the Securities Act covering such proposed disposition disposition, and such disposition is made in accordance with such registration statement; or (2i) The Holder the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act or registration or qualification under any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1) and (2) aboveforegoing, no such registration statement statement, investment representation letter or opinion of counsel shall be necessary required for a any transfer by the Holder to a partner of any Securities (i) in compliance with Rule 144 or retired partner) or member (or retired member) Rule 144A of the Holder in accordance Securities Act if compliance with partnership or limited liability company interestssuch rules is available at such time, or transfers (ii) by gift, will or intestate succession by such holder to any his or her spouse or lineal descendants or ancestorsancestors or any trust for any of the foregoing; provided that in the case of clause (ii) above, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunderof this Agreement.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the The Holder further agrees not to make any disposition of all or any portion of the Securities (each a APermitted Transfer@) unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6, to the extent this Section is then applicable, and: (1i) There there is then in effect a registration statement under the 1933 Act covering such the proposed disposition and such disposition is made in accordance with such registration statement; or (2A) The the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (B) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the applicable Securities under the Act or any applicable state securities laws1933 Act; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.and 20718/MMEN/19627.02 (3iii) Notwithstanding the provisions of paragraphs notwithstanding (1i) and (2ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the a Holder (A) that is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, or (B) to any entity that is controlled by, controls or is under common control with the Holder, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they it were the Holders an original Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2b) The Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act144, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Purchaser to a partner (or retired partner) or member (or retired member) of the Holder such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1a) There is then in effect a registration statement Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"), covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the 1933 Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a stockholder or partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interestssuch Holder, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders a Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder ▇▇▇▇▇▇▇▇▇ further agrees not to make any disposition of all or any portion of any of the Securities unless and until: (1a) There is then in effect a valid registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2b) The Holder ▇▇▇▇▇▇▇▇▇ shall have notified the Company in writing of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder ▇▇▇▇▇▇▇▇▇ shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; , provided that no such opinion shall be required for dispositions in compliance with Rule 144 under of the Securities Act, except in unusual circumstances. (3) . Notwithstanding the provisions of paragraphs (1Section 4.4(a) and (2) hl above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestorsancestors of ▇▇▇▇▇▇▇▇▇, in each case if all transferees agree and only if each such transferee agrees in writing to be subject to the terms and conditions hereof to the same extent as if they were the Holders ▇▇▇▇▇▇▇▇▇ hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Investor further agrees not to make any disposition of all or any portion of the Securities Series A Preferred Stock unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investors' Rights Agreement, and: (1a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs subsections (1a) and (2b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor to a partner (his or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse ("Family Members") or to a trust established for the benefit of such Investor or Family Member or to a charitable organization, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Buyer further agrees not to make any disposition of all or any portion of the Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Restated Investors' Rights Agreement, provided and to the extent this Section and such agreement are then applicable, and: (1a) There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (2i) The Holder Such Buyer shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, the Holder such Buyer shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration under the Act or any applicable state securities laws; provided that no of such opinion shall be required for dispositions in compliance with Rule 144 shares under the Act, except in unusual circumstances. (3c) Notwithstanding the provisions of paragraphs (1a) and (2b) above, to the extent permissible under law, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Buyer which is a partnership to a partner (of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner) partner or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers transfer by gift, will or intestate succession of any partner to any his or her spouse or to the siblings, lineal descendants or ancestorsancestors of such partner or his or her spouse, if all transferees agree the transferee agrees in writing to be subject to the terms hereof to the same extent as if they he or she were the Holders an original Buyer hereunder.