Common use of Further Limitations on Disposition Clause in Contracts

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Stock unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his Purchaser's representations set forth above, the Purchaser further agrees that it Purchaser shall in no event make any disposition of all or any portion of the Stock unless and until: i) Either: (A) there 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 said Registration Statement; or, (B)(11) the 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, ; (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Securities Act, ; and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company Company, and the Company shall have advised the Purchaser of such concurrence; and, ---, (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal Standoff Agreement set forth in Section 5 hereof; and, --- (iii) any prospective and The proposed transferee agrees executes an agreement with the Company to be bound by the restrictions on transfer, Standoff Agreementtransfer contained herein, and right of first refusal as set forth in this Agreementspecific the Standoff Agreement contained in Section 5 hereof.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations and warranties set forth above, the Purchaser further Holder agrees that it shall in no event not to make any disposition of all or any portion of the Stock Securities unless and until: , and it shall be a condition to the transfer of all or any portion of the Securities that: (A1) 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 said Registration Statement; or, such registration statement or (B)(12) (A) the Purchaser 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, (2B) the Purchaser transferee shall have agreed in writing to be bound by and subject to the terms, conditions, restrictions, obligations and other limitations set forth in the Warrant to the same extent as if such transferee were the original Holder thereunder, (C) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form attached to the Warrant as Exhibit C, that the Securities are being acquired solely for the transferee's own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the transferee shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (D) if requested by the Company, the Holder shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares the Securities under the Securities Act, and (3) such opinion of the --- Purchaser's counsel . The Securities that are transferred to a transferee shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option terms, conditions, restrictions, obligations and other limitations set forth in Section 3 hereof herein and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementtherein.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his Purchaser's representations set forth above, the Purchaser further agrees that it he or she shall in no event make any disposition of all or any portion of the Stock unless and until: (A) there There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, or (B)(1B) (1) the Purchaser shall have -- notified the Company Corporation of the proposed disposition and shall have furnished the Company Corporation with a detailed statement of the circumstances surrounding the proposed disposition, (2) the Purchaser shall have furnished the Company Corporation with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company Corporation and the Company Corporation shall have advised the Purchaser of such concurrence; and, ---, (ii) the The shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right right of First Refusal first refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Stock unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his --------------------------------- the representations set forth above, the Purchaser further agrees that it shall in no event not to make any disposition offer or sale of all or any portion of the Notes or the shares of Common Stock of the Company issuable upon conversion of the Notes within the United States or to a U.S. resident unless and until: (Ai) there There is then in effect a Registration Statement under the Securities Act covering such proposed disposition offer or sale and such disposition offer or sale is made in accordance with said such Registration Statement; or, (B)(1ii) the The Purchaser shall have -- notified the Company of the proposed disposition offer or sale and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (2) and if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require offer or sale is exempt from the registration of such shares requirements under the Securities Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, ---. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by Purchaser to any prospective transferee agrees transferees in transactions contemplated by paragraph (ii) above, if all such transferees agree in writing to be bound by subject to the restrictions on transfer, Standoff Agreement, and right of first refusal terms hereof to the same extent as set forth in this Agreementif they were Purchasers hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations and warranties set forth above, the Purchaser further Holder agrees that it shall in no event not to make any disposition of all or any portion of the Stock Securities unless and until: , and it shall be a condition to the transfer of all or any portion of the Securities that: (A1) 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 said Registration Statement; or, such registration statement or (B)(12) (A) the Purchaser 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, (2B) the Purchaser transferee shall have agreed in writing to be bound by and subject to the terms, conditions, restrictions, obligations and other limitations set forth in the Warrant to the same extent as if such transferee were the original Holder thereunder, (C) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form attached to the Warrant as Exhibit C, that the Securities are being acquired solely for the transferee’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the transferee shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (D) if requested by the Company, the Holder shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares the Securities under the Securities Act, and (3) such opinion of the --- Purchaser's counsel . The Securities that are transferred to a transferee shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option terms, conditions, restrictions, obligations and other limitations set forth in Section 3 hereof herein and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementtherein.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth abovemade by each Investor in Section 2, the Purchaser each Investor further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Securities unless and until: (Ai) there Each Investor shall have notified the Company of the proposed disposition, (ii) such Investor shall have complied with the terms of the Right of First Refusal and Co-Sale Agreement to the extent applicable and (iii) the transferee shall have agreed in writing for the benefit of the Company to provide the representations and warranties in Section 2 hereof and be bound by the Investors’ Rights Agreement and the Right of First Refusal and Co-Sale Agreement to the extent applicable and (iv) if reasonably requested by the Company, each Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that the proposed disposition will not require registration of any Securities under the Securities Act; or (b) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said such Registration Statement; or, . (B)(1c) The Company shall not be required (i) to transfer on the Purchaser shall Company’s books any Securities which have -- notified been transferred or sold without the Company representations and warranties in Section 2 hereof being made by the transferee or in violation of the proposed disposition and shall have furnished the Company with a detailed statement provisions of the circumstances surrounding the proposed dispositionthis Section 4, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- or (ii) to treat as the shares owner of Stock proposed the shares, or otherwise to be accord voting or dividend rights to, any transferee to whom the Securities have been transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right contravention of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Stock unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way ----------------------------------- limiting ---------------------------------- his the representations set forth above, the Purchaser further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Shares unless and untiluntil the conditions set forth in paragraphs (a) and (b) are satisfied: (Aa) Either (x) there is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said such Registration Statement; or, or (B)(1y) (i) the Purchaser shall have -- notified the Company Seller of the proposed disposition and shall have furnished the Company Seller with a detailed statement of the circumstances surrounding the proposed disposition, and (2ii) if reasonably requested by Seller, the Purchaser shall have furnished the Company Seller with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Seller, that such disposition will not require registration of such shares under the ActSecurities Act or any applicable state securities laws. It is agreed that Seller will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances; provided, and however, -------- ------- the Purchaser acknowledges that the transfer agent for the Common Stock may require opinions of counsel for any transactions made pursuant to Rule 144. (3b) such opinion Any resale prior to February 2, 2001, pursuant to paragraph (a) will be limited to no more than 100,000 shares in any six month period. Notwithstanding the foregoing provisions of this Section 3.06, a transfer by the Purchaser to a constituent shareholder (including any constituent of a constituent) of the --- Purchaser's counsel Purchaser if such transferee is an accredited investor (as defined in Rule 501(a) under the Securities Act) shall have been concurred be permitted if the transferee or transferees agree in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed writing to be transferred are no longer subject to the Purchase Option set forth in Section 3 terms hereof and to the same extent as if they were the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementhereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser Investor further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Purchased Shares, the Warrant, or the Warrant Shares unless and until: (Aa) 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 said Registration Statementsuch registration statement; or, (B)(1b) the Purchaser shall have -- Investor has notified the Company of the proposed disposition and shall have has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (2) and the Purchaser shall have Investor has furnished the Company Company, at the expense of the Investor or its transferee, with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares securities under the 1933 Act. Notwithstanding the provisions of paragraphs (a) and (b) of this Section 4.7, no such registration statement or opinion of counsel will be required for any transfer of any Purchased Shares, the Warrant, or any Warrant Shares in compliance with SEC Rule 144, Rule 144A or Rule 145(d), or if such transfer otherwise is exempt, in the view of the Company's legal counsel, from the registration requirements of the 1933 Act, and (3) such opinion provided that, in the case of any transfer that is otherwise exempt, the --- Purchaser's counsel shall have been concurred transferee agrees in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed writing to be transferred are no longer subject to the Purchase Option set forth in terms of this Section 3 hereof and 4 to the Purchaser shall have complied with same extent as if the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by were the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementoriginal Investor hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event make any an disposition of all or any portion of the Stock unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations the restrictions set forth above, the Purchaser Employee further agrees that it he shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the Purchaser 3.5.1 The Employee shall have -- notified the Company of the proposed disposition and shall have furnished the Company with (i) a detailed statement of the circumstances surrounding the proposed disposition, and (2ii) Employee's certification, in form and substance reasonably satisfactory to the Purchaser Company, that the proposed purchaser or transferee of such Shares has not, directly or indirectly, engaged in any competition against the Company, or owned any interest in any business competitive with the Company, in either case within three years prior to the date of the proposed disposition; 3.5.2 If requested by the Company, the Employee shall have furnished the Company with an opinion of the PurchaserEmployee's counsel to the effect that such disposition will not require registration of such shares Shares under the Securities Act of 1933, as amended (the "Act, and (3") such or qualification under any applicable state securities laws; and 3.5.3 Such opinion of the --- PurchaserEmployee's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser Employee of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it he shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (A) there There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1B) (1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence, (4) counsel for the Company shall deliver to Purchaser's counsel written notification of such concurrence within five (5) days after Company counsel's receipt of the opinion from Purchaser's counsel; and, ---, (ii) the shares of Stock The Shares proposed to be transferred are no longer subject to the Purchase Repurchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 2 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- ----------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Stock unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Information ServicesFinancial Printing Group Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser each Founder further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Purchased Common Shares unless and until: : (Aa) 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 said Registration Statementsuch registration statement; or, or (B)(1b) (i) the Purchaser each Founder 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 (2ii) the Purchaser each Founder shall have furnished the Company Company, at the expense of each Founder or its transferees, with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares securities under the Act, . Notwithstanding the provisions of paragraphs (a) and (3b) above, no such registration statement or opinion of the --- Purchaser's counsel shall have been concurred be required: (i) for any transfer of any Purchased Common Shares in by counsel for the Company and the Company shall have advised the Purchaser of such concurrencecompliance with Rule 144 or Rule 144A; and, --- or (ii) for any transfer of any Purchased Common Shares by each Founder to (A) a partner of such Founder, (B) a retired partner of such Founder who retires after the shares date hereof, or (C) the estate of Stock proposed any such partner; provided that in each of the foregoing cases the transferee agrees in writing to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right terms of First Refusal set forth in this Section 5 hereof; and, --- (iii) any prospective to the same extent as if the transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.were an original investor hereunder. 5.7

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser Holder further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Securities except in compliance with Section 11 hereof and unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by the terms of (i) that certain Amended and Restated First Refusal and Co-Sale Agreement, dated as of the 27th day of December, 2007 by and among the Company, the Common Holders (as defined therein) and the Investors (as defined therein) as the same may be amended from time to time (the “Co-Sale Agreement”), (ii) that certain Amended and Restated Investors’ Rights Agreement, dated as of December 27, 2007, by and among the Company and the Investors (as defined therein) as the same may be amended from time to time (the “Investors’ Rights Agreement”) and (iii) this Warrant, including, without limitation, this Section 6, any other agreement between the Company and the Holder, and: (Ai) 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 said Registration Statementsuch registration statement; or, (B)(1ii) the Purchaser 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, (2) and if reasonably requested by the Purchaser Company, the Holder shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares under the Act, and (3) such opinion . It is agreed that the Company will not require opinions of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed transactions made pursuant to be transferred are no longer subject to the Purchase Option set forth Rule 144 except in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementextraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser ESL further agrees that it shall in no event not to make any disposition of all or any portion of the Series A Preferred Stock (or the Common Stock issuable upon the conversion thereof) unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3.7, provided and to the extent such section is then applicable and any applicable Ancillary Agreement and: (Aa) there There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said such Registration Statement; or, (B)(1i) the Purchaser ESL 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 (2ii) if reasonably requested by the Purchaser Company, ESL shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such 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. In addition, the Company hereby agrees that any transfers among ESL, TRW and (3) such direct and indirect wholly-owned subsidiaries of TRW may be effected without the delivery of the aforementioned opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementcounsel.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the such Purchaser further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4 provided and to the extent this Section and such agreement are then applicable; and: (Aa) 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 said such Registration Statement; or, (B)(1i) the 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 (2ii) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares under the Securities Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, ---. (iic) Such Purchaser acknowledges and agrees that the shares of Stock proposed to be transferred Shares are no longer subject to the Purchase Option a right of first refusal (“Right of First Refusal”) as set forth in Section 3 hereof and the Purchaser shall have complied with Bylaws of the Company, which Right of First Refusal is incorporated herein by reference irrespective of whether the Bylaws are amended at some future date to remove the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreementtherefrom, and that, except in compliance with such Right of First Refusal, neither such Purchaser nor any person receiving the Shares by operation of law or other involuntary transfer shall sell, hypothecate, encumber or otherwise transfer any Shares or any right of first refusal as set forth in this Agreementor interest therein.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser Investor further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by Sections 3.7 and 6 of this Agreement, if applicable, and: (Aa) 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 said such Registration Statement; or, (B)(1i) the Purchaser Investor 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 (2ii) if reasonably requested by the Purchaser Company, such Investor shall have furnished the Company with an opinion of the Purchasercounsel (which may be Investor's counsel inside counsel), in form and substance reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares under the Securities Act, and (3) such opinion . It is agreed that the Company will not require opinions of the --- Purchaser's counsel shall have been concurred in by counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the foregoing, this Section 3.7 and Section 6 shall not apply to a transferee in a registered public offering or a sale under Rule 144; provided that Section 4.2 of that certain Stock Purchase Agreement dated _____________, 1997 between the Company and the Investor (the "Purchase Agreement"), which is incorporated herein pursuant to Section 6 of this Agreement, shall not apply to a transferee which receives less than one percent (1%) of the outstanding Common Stock of the Company shall have advised at such time as the Purchaser Investor owns Shares which represent less than three percent (3%) of such concurrencethe outstanding Common Stock of the Company; and, --- (ii) the shares provided further Section 5 of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right which is incorporated herein pursuant to Section 6 of first refusal as set forth in this Agreement, by its terms does not apply at such time as the Investor owns Restricted Securities which represent less than three percent (3%) of the outstanding Common Stock of the Company.

Further Limitations on Disposition. Without in any way ---------------------------------- limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Stock unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser further agrees that it he shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (Ai) 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 said Registration Statement; or, (B)(1B) the resale provisions of Rule 701 or Rule 144 are available in the opinion of counsel to the Company; or (C) (1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares Shares under the Securities Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in with by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, ---, (ii) Any transferee of the shares of Stock proposed Shares agrees in writing to be transferred are no longer subject to bound by all terms of this Agreement, including the Purchase Option "market stand-off" provisions set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 10 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser further agrees that it he shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (A) 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 said Registration Statement; or, (B)(1B) the resale provisions of Rule 701 or Rule 144 are available in the opinion of counsel to the Company; or (C) (1) 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares Shares under the Securities Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in with by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock The Shares proposed to be transferred are shall no longer be subject to the Purchase Repurchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right right of First Refusal first refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by 6 hereof and the restrictions on transfer, Standoff Agreement, and right of first refusal as "lock-up" provisions set forth in this AgreementSection 10 hereof.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations and warranties of each Purchaser as set forth above, the each Purchaser further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5 and: (Ai) there The Company shall have received a letter secured by the Purchaser from the SEC stating that no action will be recommended to the SEC with respect to the proposed disposition; (ii) 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 said Registration Statementsuch registration statement; or, (B)(1a) the The Purchaser shall have -- has notified the Company of the proposed disposition and shall have has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (2b) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares under the Securities Act, and . It is agreed that the Company will not require opinions of counsel (3x) such opinion for transactions made pursuant to Rule 144 except in extraordinary circumstances nor (y) for any transfer of the --- Purchaser's counsel shall have been concurred in Securities by counsel for the Company and the Company shall have advised the a Purchaser that is a partnership or limited liability company to (A) a partner of such concurrencepartnership or member of such company, (B) an affiliate of such partnership or company or (C) a retired partner of such partnership or a retired member of such company who retires after the date hereof; andprovided, --- that in each of the cases described in clause (ii) y), the shares of Stock proposed transferee agrees in writing to be transferred are no longer subject to the Purchase Option set forth in terms of this Section 3 hereof and 5(f) to the same extent as if the transferee were an original Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementhereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Stock unless and until: (A) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, and --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser further agrees that it he shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (A) 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 said Registration Statementregistration statement; or, (B)(1B) the resale provisions of Rule 701 or Rule 144 are available in the opinion of counsel to the Company; or (C) (1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably acceptable to the Company to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, ---, (ii) the shares of Stock Shares proposed to be transferred are no longer subject to the Purchase Repurchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right right of First Refusal first refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement5.

Further Limitations on Disposition. Without in any way limiting Each Shareholder agrees ---------------------------------- his representations set forth above, the Purchaser further agrees that it shall in no event not to make any disposition of all or any portion of the PC-TEL's Common Stock unless and untiluntil the transferee has agreed in writing for the benefit of PC-TEL to the representations of Section 3 and to be bound by the Registration Rights Agreement, provided that this Section 2.3(b) shall not apply to any disposition of all or any portion of PC-TEL's Common Stock: (Ai) If 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 said Registration Statementsuch registration statement; or, (B)(1A) the Purchaser If such Shareholder shall have -- notified the Company PC-TEL of the proposed disposition and shall have furnished the Company PC-TEL with a detailed statement of the circumstances surrounding the proposed disposition, and (2B) the Purchaser if reasonably requested by PC-TEL, such Shareholder shall have furnished the Company PC-TEL with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect PC-TEL that such disposition will not require registration of such shares under the Securities Act of 1933, as amended (the "Securities Act"). It is agreed that PC-TEL will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances; provided, however, that notwithstanding any provision of this Section 2.3(b), in -------- ------- no event shall PC-TEL Common Stock be transferred to any entity (or any affiliate thereof) which is engaged in the development, marketing or sale of products that are, in PC-TEL's judgment, the same or similar to those of PC-TEL, and (3) any such opinion of the --- Purchaser's counsel attempted transfer shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreementvoid ab initio.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser Seller further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Purchased Shares or the Conversion Shares unless and until: (Ai) 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 said Registration Statementsuch registration statement; or, (B)(1ii) the Purchaser Seller shall have -- notified the Company Buyer of the proposed disposition and shall have furnished the Company Buyer with a detailed statement of the circumstances surrounding the proposed disposition, (2) and, at the Purchaser shall have furnished the Company expense of Seller or its transferee, with an opinion of the Purchaser's counsel counsel, satisfactory to the effect Buyer acting reasonably, that such disposition will not require registration of such shares securities under the Securities Act, . Notwithstanding the provisions of paragraphs (a) and (3b) above, but subject to Section 7.14, no such registration statement or opinion of the --- Purchaser's counsel shall have been concurred be required: (i) for any transfer of any portion of the Purchased Shares or Conversion Shares in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; andcompliance with SEC Rule 144 or Rule 144A, --- or (ii) for any transfer of any portion of the shares Purchased Shares or Conversion Shares by Seller without payment of Stock proposed consideration to (A) its stockholders, (B) any of its controlled affiliates, (C) the estate of any such stockholder; provided that in -------- each of the foregoing cases the transferee agrees in writing to be transferred are no longer subject to the Purchase Option set forth in terms of this Section 3 hereof and 5.18 (other than Section 5.18(d)) to the Purchaser shall have complied with same extent as if the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by were the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this AgreementSeller hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser each Investor further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Purchased Preferred Shares or the Conversion Shares unless and until: : (Aa) 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 said Registration Statementsuch registration statement; or, or (B)(1b) (i) the Purchaser 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 (2ii) the Purchaser Investor shall have furnished the Company Company, at the expense of the Investor or its transferees, with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares securities under the Act, . Notwithstanding the provisions of paragraphs (a) and (3b) above, no such registration statement or opinion of the --- Purchaser's counsel shall have been concurred be required: (i) for any transfer of any Purchased Preferred Shares or Conversion Shares in by counsel for the Company and the Company shall have advised the Purchaser of such concurrencecompliance with Rule 144 or Rule 144A; and, --- or (ii) for any transfer of any Purchased Preferred Shares by an Investor to (A) a partner or member of such Investor, (B) a retired partner of such Investor who retires after the shares date hereof, or (C) the estate of Stock proposed any such partner or member; provided that in each of the foregoing cases the transferee agrees in writing to be transferred are no longer subject to the Purchase Option set forth in terms of this Section 3 hereof and 4 to the Purchaser shall have complied with same extent as if the Right transferee were an original Investor hereunder. For the avoidance of First Refusal set forth in Section 5 hereof; anddoubt, --- (iii) any prospective transferee agrees to be bound all transfers by the restrictions on transfer, Standoff Agreement, and right of first refusal Investors as set forth contemplated in this AgreementSection 4.6 are subject to compliance with applicable law.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser each Investor purchasing Preferred Shares hereunder further agrees that it shall in no event not to make any disposition of all or any portion of the Preferred Shares (or the Common Stock issuable upon the conversion of the Preferred Shares) unless and until: (Aa) 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 said Registration Statementsuch registration statement, or that any such disposition may be made pursuant to the exemption under SEC Rule 144 and the Investor furnishes to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such exemption is available; or, (B)(1i) the Purchaser 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, (2ii) if reasonably requested by the Purchaser Company, such Investor shall have furnished the Company with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares Preferred Shares under the Act, Securities Act and (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, --- (ii) the shares of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective if reasonably requested by the Company, the transferee agrees shall have furnished to be bound the Company its agreement to abide by the restrictions on transfer, Standoff Agreement, and right of first refusal as transfer set forth in this Agreementherein as if it were a purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser ▇▇▇▇▇▇▇ further agrees that it shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (A) 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 said Registration Statement; or, (B)(1B) the Purchaser resale provisions of Rule 144 are available in the opinion of counsel to Company; or (C) (1) ▇▇▇▇▇▇▇ 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, (2) the Purchaser ▇▇▇▇▇▇▇ shall have furnished the Company with an opinion of the Purchaser's ▇▇▇▇▇▇▇'▇ counsel to the effect that such disposition will not require registration of such shares Shares under the Securities Act, and (3) such opinion of the --- Purchaser's ▇▇▇▇▇▇▇'▇ counsel shall have been concurred in with by counsel for the Company and the Company shall have advised the Purchaser ▇▇▇▇▇▇▇ of such concurrence; and, --- (ii) the shares of Stock The Shares proposed to be transferred are shall no longer be subject to the Purchase Repurchase Option set forth in Section 3 B.2 hereof and the Purchaser ▇▇▇▇▇▇▇ shall have complied with the Right of First Refusal "lock-up" provisions set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by B.9 hereof and the restrictions on transfer, Standoff Agreement, and right of first refusal as and other transfer restrictions set forth in this that certain Stock Restriction Agreement dated the date hereof by and among Company, the Investors, ▇▇▇▇▇▇▇ and Weld, ▇▇▇▇▇ (as such parties are defined in such agreement) (the "Stock Restriction Agreement").

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his or her representations set forth above, the Purchaser Optionee further agrees that it shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (A) there There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or, (B)(1B) The resale provisions of Rule 701 or Rule 144(k) is available in the Purchaser opinion of counsel to the Company or (C) (1) Optionee 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, (2) the Purchaser Optionee shall have furnished the Company with an opinion of the PurchaserOptionee's counsel to the effect that such disposition will not require registration of such shares under the Act, and (3) such opinion of the --- PurchaserOptionee's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser Optionee of such concurrence; and, ---, (ii) the shares of Stock The Shares proposed to be transferred are no longer subject to the Purchase Unvested Share Repurchase Option set forth in Section 3 2 hereof and the Purchaser Optionee shall have complied with the Right of First Refusal restrictions on transfer set forth in Section 5 6 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his the representations set forth above, the Purchaser Investor further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by Sections 3.7 and 6 of this Agreement, if applicable, and: (Aa) 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 said such Registration Statement; or, (B)(1i) the Purchaser Investor 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 (2ii) if reasonably requested by the Purchaser Company, such Investor shall have furnished the Company with an opinion of the Purchasercounsel (which may be Investor's counsel inside counsel), in form and substance reasonably satisfactory to the effect Company, that such disposition will not require registration of such shares under the Securities Act, and (3) such opinion . It is agreed that the Company will not require opinions of the --- Purchaser's counsel shall have been concurred in by counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the foregoing, this Section 3.7 and Section 6 shall not apply to a transferee in a registered public offering or a sale under Rule 144; provided that Section 4.2 of that certain Stock Purchase Agreement dated ______________, 1997 between the Company and the Investor (the "Purchase Agreement"), which is incorporated herein pursuant to Section 6 of this Agreement, shall not apply to a transferee which receives less than one percent (1%) of the outstanding Common Stock of the Company shall have advised at such time as the Purchaser Investor owns Shares which represent less than three percent (3%) of such concurrencethe outstanding Common Stock of the Company; and, --- (ii) the shares provided further Section 5 of Stock proposed to be transferred are no longer subject to the Purchase Option set forth in Section 3 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right which is incorporated herein pursuant to Section 6 of first refusal as set forth in this Agreement, by its terms does not apply at such time as the Investor owns Restricted Securities which represent less than three percent (3%) of the outstanding Common Stock of the Company.

Further Limitations on Disposition. Without in any way ---------------------------------- limiting ---------------------------------- his the representations set forth above, the Purchaser Seller further agrees that it shall in no event not to make any disposition of all or any portion of the Stock Exchange Shares unless and until: (Aa) 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 said Registration Statementsuch registration statement; or, (B)(1i) the Purchaser Seller shall have -- notified the Company Template of the proposed disposition and shall have furnished the Company Template with a detailed statement of the circumstances surrounding the proposed disposition, and (2ii) the Purchaser Seller shall have furnished Template, at the Company expense of the Seller or his transferee, with an opinion of the Purchaser's counsel counsel, reasonably satisfactory to the effect Template, that such disposition will not require registration of such shares securities under the 1933 Act, . Notwithstanding the provisions of paragraphs (a) and (3b) above, no such registration statement or opinion of the --- Purchaser's counsel shall have been concurred be required by Template: (i) for any transfer of any Exchange Shares in by counsel for the Company and the Company shall have advised the Purchaser of such concurrencecompliance with Rule 144 or Rule 144A; and, --- or (ii) for the shares transfer by gift, will or intestate succession by the Seller to his spouse or lineal descendants or ancestors or any trust for any of Stock proposed the foregoing; provided that in each of the foregoing cases the transferee -------- agrees in writing to be transferred are no longer subject to the Purchase Option set forth in terms of this Section 3 hereof and 3.10 to the Purchaser shall have complied with same ------------ extent as if the Right of First Refusal set forth in Section 5 hereof; and, --- (iii) any prospective transferee agrees to be bound by were the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this AgreementSeller.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- his representations set forth above, the Purchaser further agrees that it he shall in no event make any disposition of all or any portion of the Stock Shares unless and until: (A) there There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; orOR, (B)(1B) (1) the 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, (2) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel to the effect that such disposition will not require registration of such shares under the Act, and AND (3) such opinion of the --- Purchaser's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Purchaser of such concurrence; and, ---AND, (ii) the shares of Stock The Shares proposed to be transferred are no longer subject to the Purchase Repurchase Option set forth in Section 3 2 hereof and the Purchaser shall have complied with the Right of First Refusal set forth in Section 5 4 hereof; and, --- (iii) any prospective transferee agrees to be bound by the restrictions on transfer, Standoff Agreement, and right of first refusal as set forth in this Agreement.