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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant unless and until: (A) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(A) and 7(a)(ii)(B) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to an affiliate, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares unless and until: (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 such registration statementstatement and the provisions of Section 7 of this Agreement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares in compliance with Rule 144 or Rule 144A (except that an opinion of counsel may be required for other than routine Rule 144 transactions), or (ii) for any transfer of Purchased Shares by an Investor that is a transfer by the Holder partnership or a corporation to an affiliate(A) a partner of such partnership or shareholder of such corporation, partner, member, stockholder or to (B) the estate of any such affiliatepartner or shareholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section III, and: (Aa) 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 (i) 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 disposition, and (ii) if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. . (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser, if it is a partnership or limited liability company to an affiliatea partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliatepartner, retired partner, member or stockholder retired member or the transfer by gift, will or intestate succession of by any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an the original Holder Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth abovein Section 7(e) of this Warrant, the Holder further agrees not to make any disposition of all or any portion of this Warrant and or the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 7, provided and to the extent this Section is then applicable, and: (Ai) 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 (iA) 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 (iiB) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. . (iii) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by (A) the Holder to an affiliateany of its Affiliates, partner(ii) a Holder that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, member(iii) a limited liability company to its members or former members in accordance with their interest in the limited liability company, stockholder or (iv) to the estate of any such affiliate, partner, retired partner or member or stockholder or the transfer by gift, will or intestate succession of any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he, she or it were an original 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (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 such effective registration statement; or (ib) 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 and, at the Companyexpense of Holder or its transferee, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) aboveof this Section 10.8, no such registration statement or opinion of counsel shall be necessary required for any transfer: (i) of any Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance; (ii) of any Securities by a transfer by Holder that is a partnership or a corporation to (A) a partner of such partnership or stockholder of such corporation, (B) an affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any deceased partner of such affiliate, partner, member partnership or deceased stockholder of such corporation; or the transfer (iii) by gift, will or intestate succession of by any affiliate, partner, member Holder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 10.8 to the same extent as if it were the transferee had been 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares unless and until: (Aa) 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 (b) (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the prospective transferee agrees in all such instances in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant 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 that the purchasers of such Securities are required to execute and deliver in connection with the purchase of such Securities, 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 such registration statement; or (b) (i) 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, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a retired member of such limited liability company who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder Investor or the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member Investor or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (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 such registration statement; or (ib) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement reasonable description of the material terms of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by disposition, and, at the Companyexpense of Holder or its transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of the Securities in compliance with SEC Rule 144 or Rule 144A; (ii) for any transfer of any the Securities by a transfer by the Holder that is a partnership, limited liability company or a corporation to an affiliate(A) a partner of such partnership, partnermember of such limited liability company or stockholder of such corporation, member(B) a controlled Affiliate of such partnership, stockholder limited liability or to corporation, (C) a retired partner of such partnership, (D) the estate of any such affiliate, partner, member or stockholder stockholder; or (iii) for the transfer by gift, will or intestate succession of any affiliate, partner, member by Holder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided, partnerthat, member or stockholder or its spouse, if in each of the foregoing cases the transfer was without additional consideration and the transferee agrees in writing to be subject to the terms hereof of this Section 6 to the same extent as if it the transferee were an original Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Lender further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (Ai) 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 (iA) The Holder Such Lender shall have notified and received the Company consent of the Borrower of the proposed disposition and shall have furnished the Company Borrower with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (iiB) if reasonably requested by the CompanyBorrower, the Holder such Lender shall have furnished the Company Borrower with an opinion of counsel, reasonably satisfactory to the Company and its counsel, Borrower that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. It is agreed that the Borrower will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (iii) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Lender, if it is a partnership, to another partnership that is affiliated with the Holder transferring partnership or to an affiliatea partner of such transferring partnership or a retired partner of such partnership who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Shareholder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Merger Shares issued to Shareholder in the Merger unless and until: (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 such registration statement; or (ib) The Holder Shareholder shall have notified the Company Shockwave of the proposed disposition and shall have furnished the Company Shockwave with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by disposition, and, at the Companyexpense of Shareholder or Shareholder's transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselShockwave, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required for a transfer by the Holder to an affiliate, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer of such shares by gift, will or intestate succession of any affiliate, partner, member by Atom Shareholder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any charitable organization or any trust for any of the foregoing, personal representative (such affiliateas an executor of Shareholder's will), partnercustodian or conservator of Shareholder in the case of the death, member bankruptcy or stockholder adjudication of incompetency of Shareholder, partners of Shareholder if Shareholder is a partnership or its spouse, members of Shareholder if Shareholder is a limited liability company (each a "PERMITTED TRANSFEREE"); provided that the transferee Permitted Transferee agrees in writing to be subject to the terms hereof of this Section 8 to the same extent as if it the transferee were an original Holder Shareholder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth abovein this Agreement, the Holder further each Purchaser agrees not to make any disposition of all or any portion of this Warrant the Securities unless and until the transferee has agreed in writing for the benefit of the Company to make the representations and warranties set out in Section 6 and the shares of Common Stock issuable upon exercise undertaking set out in Section 7.11(a) of this Warrant unless and untilAgreement and: (Ai) 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 connection with such registration statement; or (iii) The Holder shall have such Purchaser has (A) notified the Company of the proposed disposition and shall have disposition; (B) furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition; and (iiC) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to an affiliatea partner (or retired partner) or member (or retired member) of the Purchaser in accordance with partnership or limited liability company interests, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer transfers by gift, will or intestate succession of to any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouseancestors, if the transferee agrees all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Purchasers hereunder. Each Purchaser agrees that it were an original Holder hereunderwill not make any disposition of any of the Securities to the Company’s competitors, as determined in good faith by the Company.

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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares unless and until: (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 such registration statementstatement and the provisions of Section 7 of this Agreement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares in compliance with 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 an affiliate(A) a partner of such partnership or shareholder of such corporation, partner, member, stockholder or to (B) the estate of any such affiliatepartner or shareholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the such 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 Warrant Section 5 and the shares of Common Stock issuable upon exercise of Registration Rights Agreement provided and to the extent this Warrant unless Section 5 and untilsuch agreement are then applicable, and: (A1) There is then in effect a registration statement Registration Statement under the Securities Act of 1933, as amended, covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (i) The Such 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 (ii) if reasonably requested by the Company, the such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities 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. (3) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder that is a partnership to an affiliatea partner of such partnership or a retired partner of such partnership who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were 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 this Warrant and the Securities (other than the shares of Common Stock issuable upon on exercise of this Warrant unless and until: (A) There is then in effect the Warrants, during such time as a registration statement under the Securities Act covering such proposed disposition shares is in effect) unless and such disposition is made until the transferee has agreed in accordance with such registration statement; or writing for the benefit of the Company to be bound by this Section 3 and (i) 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, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(A) and 7(a)(ii)(B) aboveforegoing provision, no such registration statement or opinion of counsel shall be necessary for a transfer by such Investor that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a retired member of such limited liability company who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliatepartner, retired partner, member or stockholder retired member or the transfer by gift, will or intestate succession of by any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (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 such effective registration statement; or (ib) 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 and, at the Companyexpense of such Investor or its transferee, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) aboveof this Section 4.11, no such registration statement or opinion of counsel shall be necessary required for any transfer: (i) of any Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance; (ii) of any Securities by an Investor that is a transfer by partnership or a corporation to (A) a partner of such partnership or stockholder of such corporation, (B) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (C) the estate of any deceased partner of such affiliate, partner, member partnership or deceased stockholder of such corporation; or the transfer (iii) by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Agreement and the Notes to the same extent as if it were the transferee had been an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Subscriber further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by all restrictions set forth and described in this Agreement and: (Aa) 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; (ib) 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 disposition, and (ii) if reasonably requested by the Company, the Holder Subscriber shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant the Shares under the Securities Act. ; or (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Subscriber that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate interstate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Subscriber hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Purchasers further agrees agree not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares unless and until: (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 such registration statement; or (ib) The Holder such Purchasers shall have notified the Company of the proposed disposition and disposition, shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by disposition, and, at the Companyexpense of such Purchasers or its transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Shares in compliance with SEC Rule 144 or Rule 144A; or (ii) for any transfer of any Shares, if the Purchasers are a transfer by partnership or a corporation, to (A) a partner of such partnership or a shareholder of such corporation, (B) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (C) the estate of any such affiliate, partner, member partner or stockholder shareholder; or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Purchasers to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Agreement to the same extent as if it the transferee were an the original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares or the Conversion Shares unless and until: (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 such registration statement; or (ib) 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 disposition, and, at the Companyexpense of Investor or its transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares or Conversion Shares in compliance with Rule 144 or Rule 144A, or (ii) for any transfer of Purchased Shares or Conversion Shares by an Investor that is a transfer by partnership, limited liability company, or a corporation to (A) a partner of such partnership, a member or manager of such limited liability company, or shareholder of such corporation, (B) a retired partner of such partnership, a retired member of such limited liability company who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (C) the estate of any such affiliate, partner, member or stockholder shareholder, (D) an “affiliate” (as defined in Section 7.2 below) or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblingslineal descendants, lineal descendants siblings or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 3 (other than Section 3.5) to the same extent as if it the transferee were an original Holder 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Article 3 and the shares of Common Stock issuable upon exercise of Amended Stockholders Agreement, provided and to the extent this Warrant unless Article 3 and untilsuch agreement are then applicable, and: (Aa) 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 (i) 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, in form and substance reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, provided that it receives appropriate representations from the seller with regard to compliance with Rule 144, except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for (i) a transfer by Cisco pursuant to Section 1.3 of this Agreement, (ii) a transfer by an Investor that is a partnership or limited liability company to a partner or member of such partnership or limited liability company or a retired partner or member of such partnership or limited liability company who retires after the Holder to an affiliatedate of this Agreement, partner, member, stockholder or to the estate of any such affiliate, partner, partner or member or stockholder retired partner or member or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its spouseher spouse or to entities associated by common ownership, if or (iii) a transfer by an Investor to any entity directly or indirectly controlled by or controlling the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of Investors' Rights Agreement provided and to the extent this Warrant unless Section and untilsuch agreement are then applicable, and: (Aa) 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 (i) 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Series C Preferred Stock (or the Common Stock issuable upon exercise the conversion thereof) unless and until the transferee has agreed in writing for the benefit of the Company to be bound by any terms and conditions of this Warrant unless Agreement specified by the Company (including, without limitation, Sections 3, 7.15 and until:9 hereof): (Aa) 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 statementRegistration Statement and the Securities Act; or (i) 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 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 and Rule 144A, as currently in existence, except in unusual circumstances. Notwithstanding the provisions foregoing, the requirements in subsection (b) above shall not apply to a disposition (i) not involving a change in beneficial ownership or (ii) involving the distribution without consideration of subsections 7(a)(ii)(Ashares of Series C Preferred Stock (or Common Stock issuable upon conversion thereof) and 7(a)(ii)(B) aboveby any Investor to any of its partners, no such registration statement retired partners or opinion of counsel shall be necessary for a transfer by the Holder to an affiliate, partner, member, stockholder affiliates or to the estate of any such affiliate, partner, member of its partners or stockholder or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunderretired partners.

Further Limitations on Disposition. Without in any way limiting the representations and warranties of Holder set forth above, the Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: : (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 such registration statement; or or (ib) 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 (ii) if reasonably requested by disposition, and, upon request of the Company, the Holder shall have furnished the Company with an opinion of counsel, at the expense of Holder or its transferee, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of the Securities in compliance with Rule 144 or Rule 144A; or (ii) for any transfer of the Securities by Holder that is a transfer by partnership or a corporation to (A) a partner of such partnership or stockholder of such corporation, (B) a controlled affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any such affiliate, partner, member partner or stockholder stockholder; or (iii) for the transfer by gift, will or intestate succession of any affiliate, partner, member by Holder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if the foregoing; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof restrictions on transfer set forth in this Section 6.7 to the same extent as if it were an the transferee was the original Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investor agrees not to make any disposition of all or any portion of the Warrants without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion. The Investor further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares unless and until: (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 such registration statement; or (ib) The Holder shall have the 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 disposition, and (ii) if reasonably requested by the Investor has furnished the Company, at the Holder shall have furnished expense of the Company Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) aboveof this Section 4.7, no such registration statement or opinion of counsel will be required for any transfer of any Shares in compliance with SEC Rule 144, Rule 144A or Rule 145(d), or if such transfer otherwise is exempt from the registration requirements of the Securities Act in the opinion of the Company's counsel. Furthermore, notwithstanding the other provisions of this Section 4.7, the Investor shall be necessary for a permitted to transfer by all or any portion of the Holder Warrants (i) to an affiliate, partner, member, stockholder underwriter of a public offering of Common Stock if and only if the Warrants (or any such portion) shall be immediately exercised by such underwriter and the Shares issued upon such exercise are immediately sold to the estate public, (ii) to any affiliate (as that term is defined in the Securities Act) of the Investor, or (iii) in connection with any such affiliatemerger or consolidation to which the Investor is a party, partner, member any sale of all or stockholder substantially all of the Investor's assets or any other acquisition of the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunderInvestor.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Warrant Holder further agrees not to make any disposition of all or any portion of this Warrant the Securities unless and until the shares transferee has agreed in writing for the benefit of Common Stock issuable upon exercise the Company to be bound by the terms of this Warrant unless and untilWarrant, including, without limitation, this Section 3, and: (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 such registration statement; or (iii) The the Warrant 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 disposition, and (ii) if reasonably requested by the Company, the Warrant Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances. Notwithstanding the provisions of subsections 7(a)(ii)(A) and 7(a)(ii)(B) abovein this Section 3(f), no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Warrant Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the Holder capital stock of a Warrant Holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (D) an affiliate, partner, member, stockholder or individual transferring to the estate of any such affiliate, partner, Warrant Holder’s family member or stockholder or trust for the transfer by gift, will or intestate succession benefit of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if an individual Warrant Holder; provided that in each case the transferee agrees will agree in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunderof this Warrant.

Further Limitations on Disposition. Without in any way limiting the representations set forth abovemade by them herein or heretofore, the Holder Investor and CSSMK each further agrees not to make any disposition of all or any portion of the Securities or the Conversion Shares unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section and the shares applicable provisions of Common Stock issuable upon exercise of this Warrant unless the Amended and untilRestated Registration Rights Agreement and: (Aa) 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 (ib) The Holder party wishing to make the disposition 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) and, if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities 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 unless required by a transfer agent. Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Investor to an affiliatea partner of such partnership or a retired partner of such partnership who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder investor hereunder. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by CSSMK to any of its Permitted Transferees (as defined under the Stockholders Agreement dated as of December 31, 2003 by and among the Company, Investor. and CSSMK). (c) The Company represents to the Investor and CSSMK that there have been no material adverse changes in the representations as set forth in the September 4, 2003 Agreement and Amendment as of December 31, 2003, and that the Independent Board of Directors of the Company has authorized and approved the within sale of securities. (d) CSSMK understands and agrees that the within purchase transaction, will not cause an adjustment in the Series C Preferred Stock Conversion Price under the Certificate of Designation with respect to such series.

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 this Warrant and the shares of Common Series F Preferred Stock issuable upon exercise of this Warrant unless and untilunless: (Aa) 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; as part of a firmly underwritten public offering of the Company's stock, or (b) until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and Section 8 hereof, and the Investors' Rights Amendment and the (i) 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 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement public offering or opinion of counsel shall be necessary for a transfer by (i) an Investor which is a partnership or limited liability company to a partner of such partnership, a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a member of such limited liability company, partner, member, stockholder or to the estate of any such affiliate, partner, member retired partner or stockholder member, or the transfer by gift, will or intestate succession of any affiliate, partner, partner or member or stockholders to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder or its his spouse, if or (ii) an Investor which is an entity to any corporation, firm, partnership or other entity that controls, is controlled by or is under common control with the Investor, so long as the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an the original Holder Investor hereunder. For purposes of this Section 3.7(c), "control" shall mean the ownership, whether direct or indirect, of fifty percent (50%) or more of the equity having the power to vote on or otherwise direct the affairs of the entity.

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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares or the Conversion Shares unless and until: (Aa) There there is then in effect a registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ib) 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 disposition, 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 and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares or Conversion Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Purchased Shares or Conversion Shares by an Investor that is a transfer by partnership or a corporation without payment of consideration to (A) a partner of such partnership or shareholder of such corporation, (B) a controlled affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any such affiliatepartner or shareholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the ---------------------------------- representations set forth in Section 2.21 above, the Holder each Shareholder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant DoveBid Securities 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 such registration statement; or or (iii) The Holder such Shareholder shall have notified the Company DoveBid of the proposed disposition and shall have furnished the Company DoveBid with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by disposition, and, at the Companyexpense of such Shareholder or its transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselDoveBid, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any DoveBid Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any DoveBid Securities by a transfer by Shareholder that is a partnership or a corporation to (A) a partner of such partnership or shareholder of such corporation, (B) a controlled affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any such affiliatepartner or shareholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Shareholder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided that, partner, member or stockholder or its spouse, if in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 2.21 (other than Section 2.21.4) to the same extent as if it the transferee were an original Holder Shareholder hereunder.

Further Limitations on Disposition. Without in any way ---------------------------------- limiting the representations set forth above, the such Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5, provided and to the extent this Section is then applicable, and: (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 such registration statementRegistration Statement; or (iA) The Such 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 (iiB) if reasonably requested by the Company, the such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (iii) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliatepartner or his or her spouse, partneror (B) to any entity that is controlled by, member controls or stockholder or its spouseis under common control with the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Investors further agrees agree not to make any disposition of all or any portion of this Warrant and the shares of Common Series E Preferred Stock issuable upon exercise of this Warrant unless and untilunless: (Aa) 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; as part of a firmly underwritten public offering of the Company's stock, or (b) until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and Section 7 hereof, and the Investors' Rights Agreement and the (i) The Holder Investors 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 Investors shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement public offering or opinion of counsel shall be necessary for a transfer by an Investor which is a partnership or limited liability company to a partner of such partnership, a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a member of such limited liability company, partner, member, stockholder or to the estate of any such affiliate, partner, member retired partner or stockholder member, or the transfer by gift, will or intestate succession of any affiliate, partner, partner or member or stockholders to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of Investors’ Rights Agreement provided and to the extent this Warrant unless Section and untilsuch agreement are then applicable, and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is an LLC to a member of such LLC or that is a partnership to any affiliated partnership or corporation or to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations of the Purchasers set forth in Section 3.2 above, the Holder each Purchaser further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until:until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4, and (Aa) 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 (it being expressly understood that the Company is under no obligation to file such a registration statement); or (i) 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 disposition, and (ii) if reasonably requested by the Company, the Holder such Purchaser shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. . (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder a Purchaser that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability company to an affiliateaffiliated venture capital fund, partneror a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company who retires after the date hereof, member, stockholder or to the estate of any such affiliatepartner, retired partner, member or stockholder retired member or the transfer by gift, will or intestate succession of by any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth aboveabove except for a distribution by Seller to the Members of the Restricted Shares, Seller and the Holder Members further agrees agree not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Restricted Shares unless and untiluntil the transferee has agreed in writing for the benefit of Purchaser to be bound by this Section 4.31, and: (Ai) 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 (iii) The Holder (a) Seller or such Member shall have notified the Company Purchaser of the proposed disposition and shall have furnished the Company Purchaser with a detailed statement summary of the circumstances surrounding the proposed disposition and (iib) if reasonably requested by the CompanyPurchaser, the Holder shall have furnished the Company Purchaser with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, Purchaser that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. . (iii) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer distribution by the Holder to an affiliate, partner, member, stockholder or Seller to the estate of any such affiliate, partner, member or stockholder Members or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders by a Member to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member Member or stockholder or its his spouse, if the transferee agrees provided that any and all transferees agree in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder a Member 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares, Warrants or Exercise Shares unless and until: (Aa) There there is then in effect a registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Shares, Warrants or Exercise Shares in compliance with SEC Rule 144; (ii) for any transfer of any Shares, Warrants or Exercise Shares by an Investor to any affiliate (as that term is defined in Rule 405 promulgated under the 1933 ▇▇▇) ▇▇ such Investor; (iii) for any transfer of any Shares, Warrants or Exercise Shares by an Investor that is a transfer by the Holder partnership or a corporation to an affiliate, partner, member, stockholder (A) a partner of such partnership or to a shareholder of such corporation or (B) the estate of any such affiliate, partner, member partner or stockholder shareholder; or (iv) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder 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 Note unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of Investor Rights Agreement provided and to the extent this Warrant unless Section and untilsuch agreement are then applicable, and: (Aa) 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 (i) The Holder 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 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement Registration Statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to an affiliateAffiliate, partnera partner of such partnership or a retired partner of such partnership who retires after the date hereof, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, or by an Investor that is a trust to any affiliate or successor trust or trustee if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the such Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5, provided and to the extent this Section is then applicable, and: (A) i. 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 (iA) The Such 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 (iiB) if reasonably requested by the Company, the such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. iii. Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliatepartner or his or her spouse, partneror (B) to any entity that is controlled by, member controls or stockholder or its spouseis under common control with the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (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 such effective registration statement; or (ib) 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 and, at the Companyexpense of Holder or its transferee, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) aboveof this Section 10.8, no such registration statement or opinion of counsel shall be necessary required for any transfer: (i) of any Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance; (ii) of any Securities by a transfer by Holder that is a partnership or a corporation to (A) a partner of such partnership or stockholder of such corporation, (B) an affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any deceased partner of such affiliate, partner, member partnership or deceased stockholder of such corporation; or the transfer (iii) by gift, will or intestate succession of by any affiliate, partner, member Holder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 10.8 to the same extent as if it were the transferee had been 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by (a) this Section 3, and (b) the ▇▇▇, provided and to the extent this Section 3 and such agreement are then applicable, and: (Ai) 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 (iii) 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 disposition, and (iiB) 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 and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. (iii) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (i) and 7(a)(ii)(B(ii) aboveof this Section 3.7, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder such Investor to an affiliateaffiliated fund or funds, partnerto an affiliated investment company or companies or to an entity under common investment management, memberor for a transfer by such Investor, stockholder if it 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 affiliate, partner, member partner or stockholder retired partners or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof of this Agreement to the same extent as if it the transferee were an original Holder 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of Investor Rights Agreement, the Amended and Restated Investor Rights Agreement or the Second Amended and Restated Investor Rights Agreement, as applicable, provided and to the extent that this Warrant unless Section 3 and untilthe Investor Rights Agreement, the Amended and Restated Investor Rights Agreement or the Second Amended and Restated Investor Rights Agreement are then applicable, and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by 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 Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil such portion of the Securities is freely transferable pursuant to Rule 144, or 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 by the Investors' Rights Agreement and: (Aa) 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 (ib) 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Ac t. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a corporation, without payment of additional consideration, to the Holder corporation's wholly-owned subsidiary or that is a partnership or limited liability company, without payment of additional consideration, to an affiliatea partner or member thereof or a retired partner or member thereof who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliate, partner, partner or member or stockholder retired partner or member or the transfer by gift, will or intestate in testate succession of any affiliate, partner, partner or member or stockholders to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder or its his spouse, if the -- transferee agrees in writing to be subject to the terms hereof to the same extent as if it the transferee were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way ---------------------------------- limiting the representations set forth above, the such Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil 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: (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 such registration statementRegistration Statement; or (iA) The Such 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 (iiB) if reasonably requested by the Company, the such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (iii) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliatepartner or his or her spouse, partneror (B) to any entity that is controlled by, member controls or stockholder or its spouseis under common control with the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder hereunder.

Further Limitations on Disposition. Without Notwithstanding anything to the contrary herein, including without limitation Section 3.2 above, and 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and: (Aa) 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 or, with respect to the signatories to the Letter of Exceptions any transfer to such signatories complies with all applicable federal, state and foreign securities laws; or (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor 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 this Warrant and the shares of Series B Preferred Stock (or the Common Stock issuable upon exercise of this Warrant 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 by the Investors' Rights Agreement and: (Aa) 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 (ib) 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities ActAct (it being agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances). Notwithstanding the provisions of subsections 7(a)(ii)(A) paragraphs (a): and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor which is a partnership or limited liability company to a partner or member thereof or a retired partner or member thereof who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, partner or member or stockholder retired partner or member or the transfer by gift, will or intestate succession of any affiliate, partner, partner or member or stockholders to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder 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 this Warrant and the shares of Common Stock issuable upon Securities (other than the valid exercise of this Warrant or conversion thereof in accordance with their respective terms) unless and until: (Aa) There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition disposition, and such disposition is made in accordance with such registration statementRegistration Statement; or (i) 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 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Act or registration or qualification under any applicable state securities laws. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A) and 7(a)(ii)(B) aboveforegoing, no such registration statement investment representation letter or opinion of counsel shall be necessary required for a any transfer by the Holder to an affiliate, partner, member, stockholder or to the estate of any such affiliateSecurities (i) in compliance with Rule 144 or Rule 144A of the Securities Act, partner, member or stockholder or the transfer (ii) by gift, will or intestate succession of any affiliate, partner, member by such holder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing or (iii) to a partner or member of an Investor that is a partnership or Limited Liability Company; provided, partnerthat in each of the foregoing cases, member or stockholder or its spouse, if the transferee agrees in writing writing, in a form acceptable to the Company, to be subject to the terms hereof of this Agreement. In addition, if the holder of any Securities delivers to the same extent as if it were Company an original Holder hereunderunqualified opinion of counsel that no subsequent transfer of such Securities shall require registration under the Securities Act, the Company shall, upon such contemplated transfer, promptly deliver new documents/certificates for such Securities that do not bear the legend set forth in Section 3.8(a) hereof.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the such Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil 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: (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 such registration Registration statement; or (iA) The Such 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 (iiB) if reasonably requested by the Company, the such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (iii) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliatepartner or his or her spouse, partneror (B) to any entity that is controlled by, member controls or stockholder or its spouseis under common control with the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder NEL further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Issued Shares unless and until: (Aa) 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 (ib) The Holder NEL shall have notified the Company PriceSmart of the proposed disposition and shall have furnished the Company PriceSmart with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, the Holder NEL shall have furnished the Company PriceSmart, at NEL's expense, with an opinion of counsel, reasonably satisfactory to the Company and its counselPriceSmart, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Issued Shares in compliance with Rule 144 or (ii) for any transfer of any Issued Shares by a transfer by Party that is a partnership or a corporation to (A) a partner of such partnership or shareholder of such corporation, (B) a retired partner of such partnership who retires after the Holder to an affiliate, partner, member, stockholder date hereof or to (C) the estate of any such affiliatepartner or shareholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Party to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 6.1 to the same extent as if it the transferee were an original Holder Party 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of Investor Rights Agreement; provided that this Warrant unless Section and untilsuch agreement will not be necessary if: (Aa) 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 (i) 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 and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. . (c) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership or trust to a partner a beneficiary of such partnership or trust or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner a beneficiary to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner a beneficiary or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities other than the Notes unless and untiluntil the transferee has agreed in writing for the benefit of the Company to the representations contained in this Section 6.8; provided, that this Section 6.8 shall not apply to the disposition of all or any portion of the Securities if: (Aa) There there is then in effect a registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; orand (i) The Holder the Purchasers 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 shall furnish transferor representations as may reasonably be requested by the Company, and (ii) if reasonably requested by the Company, the Holder Purchasers shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder if a Purchaser is a partnership, limited liability company or corporation to an affiliate, a partner, membermember or shareholder of such partnership, stockholder limited liability company or corporation as the case may be or a retired partner or member of such partnership or limited liability company who retires after the date hereof, or to the estate of any such affiliate, partner, partner or member or stockholder retired partner or member or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders partner to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he, she or it were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (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 such effective registration statement; or (ib) 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 and, at the Companyexpense of Holder or its transferee, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) aboveof this Section 8.8, no such registration statement or opinion of counsel shall be necessary required for any transfer: (i) of any Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance; (ii) of any Securities by a transfer by Holder that is a partnership or a corporation to (A) a partner of such partnership or stockholder of such corporation, (B) an affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any deceased partner of such affiliate, partner, member partnership or deceased stockholder of such corporation; or the transfer (iii) by gift, will or intestate succession of by any affiliate, partner, member Holder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 8 (other than Section 8.6 above) to the same extent as if it were the transferee had been 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until:until (1) the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4.2; and (2): (Aa) 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 (i) 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. (c) Notwithstanding the foregoing, the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for not apply to a transfer by an Investor (i) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or his or her spouse; (ii) that is a limited partnership to any member or stockholder retired member of such limited partnership; (iii) that is a limited liability company to any member or its spouseretired member of such limited liability company; (iv) to an “affiliate” of such Investor as that term is defined in Rule 405 promulgated by the Securities and Exchange Commission under the Act; (v) to any person or entity to the limited extent necessary for an Investor to satisfy applicable regulatory requirements; or (vi) who is an individual to a family member, if family limited partnership, family limited liability company or trust for the benefit of such individual Investor, provided, that in each case set forth in (i) through (vi) above the transferee agrees in writing to be subject to the terms hereof to the same extent as if he, she or it were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the such Debt Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (Aa) 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 (i) The Such Debt 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 (ii) if reasonably requested by the Company, the such Debt Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Debt Holder that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Debt Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth abovein this Note, the Holder further agrees not to make any disposition of all or any portion of this Warrant the Securities unless and until the transferee has agreed in writing for the benefit of the Company to make the representations and warranties set out in Section 7 and the shares of Common Stock issuable upon exercise of this Warrant unless and untilundertaking set out in Section 8.11(a) and: (Ai) 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 connection with such registration statement; or (iii) The the Holder shall have has (A) notified the Company of the proposed disposition and shall have disposition; (B) furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition; and (iiC) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to an affiliatea partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer transfers by gift, will or intestate succession of to any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouseancestors, if the transferee agrees all transferees agree in writing to be subject to the terms hereof to the same extent as if it they were an original the Holders hereunder. The Holder hereunderagrees not to make any disposition of any of the Securities to the Company's competitors, as determined in good faith by the Company.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further The Investor agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4 and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. It is agreed that the Company will not require opinions of an Investor's counsel for transactions made pursuant to Rule 144 except in unusual circumstances, unless the Company's transfer agent requires such opinion. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor 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 this Warrant and the shares of Securities or the Common Stock issuable upon conversion of the Series A Preferred Stock or exercise of this Warrant the Warrants 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 this Section and such agreement are then applicable, and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder date hereof, or to an affiliatea member of a limited liability company, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Series D Preferred Stock (or the Common Stock issuable upon exercise the conversion thereof) unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the terms and conditions of this Warrant unless Agreement and untilthe Investors’ Rights Agreement, and: (Aa) 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 (ib) (x) The Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement the terms of the circumstances surrounding the proposed disposition disposition, and (iiy) if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subsections 7(a)(ii)(A) and 7(a)(ii)(B) aboveforegoing, no such registration statement or opinion of counsel shall be necessary for a transfer of shares by the Holder Investor: (i) to an affiliatea fund, partnerpartnership, limited liability company or other entity that is affiliated with the Investor; (ii) to a partner or member (or retired partner or member) of the Investor, stockholder or to the estate of any such affiliatepartner or member (or retired partner or member); (iii) to the Investor’s spouse, partnersiblings, member lineal descendants or stockholder or the transfer ancestors by gift, will or intestate succession succession; or (iv) in compliance with Rule 144 (or any successor provision) of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors Act so long as the Company is furnished with satisfactory evidence of compliance with such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunder.rule;

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth abovein this Agreement, the Holder further each Purchaser agrees not to make any disposition of all or any portion of this Warrant the Securities unless and until the transferee has agreed in writing for the benefit of the Company to make the representations and warranties set out in Section 6 and the shares of Common Stock issuable upon exercise undertaking set out in Section 7.12(a) of this Warrant unless and untilAgreement and: (Ai) 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 connection with such registration statement; or (iii) The Holder shall have such Purchaser has (A) notified the Company of the proposed disposition and shall have disposition; (B) furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition; and (iiC) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to an affiliatea partner (or retired partner) or member (or retired member) of the Purchaser in accordance with partnership or limited liability company interests, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer transfers by gift, will or intestate succession of to any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouseancestors, if the transferee agrees all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Purchasers hereunder. Each Purchaser agrees that it were an original Holder hereunderwill not make any disposition of any of the Securities to the Company’s competitors, as determined in good faith by the Company.

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 this Warrant and the shares of Series B Preferred Stock (or the Common Stock issuable upon exercise of this Warrant 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 Investors' Rights Agreement, as amended, and any applicable Ancillary Agreement and: (Aa) 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 (i) 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders partner to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of Investors' Rights Agreement provided and to the extent this Warrant unless Section and untilsuch agreement are then applicable, and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement Registration Statement or opinion of counsel shall be necessary for a transfer by the Holder an Investor that is a partnership to an affiliateAffiliate, partnera partner of such partnership or a retired partner of such partnership who retires after the date hereof, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, or by an Investor that is a trust to any affiliate or successor trust or trustee if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Series D Preferred Stock (or the Common Stock issuable upon exercise the conversion thereof) unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the terms and conditions of this Warrant unless Agreement and untilthe Investors’ Rights Agreement, and: (Aa) 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 (ix) The Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement the terms of the circumstances surrounding the proposed disposition disposition, and (iiy) if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subsections 7(a)(ii)(A) and 7(a)(ii)(B) aboveforegoing, no such registration statement or opinion of counsel shall be necessary for a transfer of shares by the Holder Investor: (i) to an affiliatea fund, partnerpartnership, limited liability company or other entity that is affiliated with the Investor; (ii) to a partner or member (or retired partner or member) of the Investor, stockholder or to the estate of any such affiliatepartner or member (or retired partner or member); (iii) to the Investor’s spouse, partnersiblings, member lineal descendants or stockholder or the transfer ancestors by gift, will or intestate succession succession; or (iv) in compliance with Rule 144 (or any successor provision) of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors Act so long as the Company is furnished with satisfactory evidence of compliance with such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunder.rule;

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 this the Shares, the Warrants or the Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares unless and until: (Aa) There there is then in effect a registration statement under the Securities 1933 Act and all applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) The Holder the Investor shall have notified the Company or Parent, as the case may be, of the proposed disposition and shall have furnished the Company or Parent, as the case may be, with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, the Holder Investor shall have furnished the Company or Parent, as the case may be, at the expense of the Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselor Parent, as the case may be, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act1933 Act or under any applicable state securities laws. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for a any transfer in compliance with Rule 144 or Rule 144A of the 1933 Act, (ii) to an affiliate of the Investor, or (iii) as to any exchange of the Shares pursuant to the Reorganization Agreement; provided, however, the provisions of Article V --------- hereof shall continue to apply to the shares of common stock and warrants of Parent to be exchanged for the Shares and the Warrants to the extent such newly issued securities are not registered by the Holder to an affiliate, partner, member, stockholder or Parent pursuant to the estate of any such affiliate, partner, member or stockholder or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunderRegistration Statement.

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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of this Warrant unless and untilInvestors’ Rights Agreement, and: (Aa) 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 (i) 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, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a retired member of such limited liability company who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliatepartner, retired partner, member or stockholder retired member or the transfer by gift, will or intestate succession of by any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this SECTION 3, 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 such registration statement; or (b) (i) 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, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a retired member of such limited liability company who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliatepartner, retired partner, member or stockholder retired member or the transfer by gift, will or intestate succession of by any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (Aa) 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 (i) The Holder Such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed reasonable 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer (i) by an Investor to any of its affiliated entities or (ii) by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if provided that, in each case, the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder 5.1 Each Investor further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares unless and until: (Ai) 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 (iii) 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 (iiB) if reasonably requested by the Company, the Holder such Investor shall have furnished the Company with an opinion of from counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. Act and that all requisite action has been or will be, on a timely basis, taken under any applicable state securities laws in connection with such disposition. 5.2 Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer without additional consideration by any Investor: (i) if such Investor is a natural person, by gift or bequest or through inheritance to any of such Investor's spouse, father, mother, brothers, sisters and lineal descendants and ancestors (collectively, the Holder "Investor's Immediate Family"), (ii) to an affiliate, partner, member, stockholder or to a trust for the estate benefit of any such affiliate, partner, member or stockholder or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors members of such affiliateInvestor's Immediate Family or (iii) to a trust in respect of which such Investor serves as trustee (provided, partnerhowever, member or stockholder or its spousethat the trust instrument governing such trust shall provide that such Investor, as trustee, shall retain sole and exclusive control over the voting and disposition of such Shares until the termination of the Investor Rights Agreement), if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it such transferee were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in In addition to, and without limiting any way limiting of the representations set forth aboveherein, the Holder such Lender further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Bridge Note to be purchased by it hereunder unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Article III; provided that: (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 such registration statement; or (iA) The Holder such 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 disposition, and (iiB) if reasonably requested by the Company, the Holder such Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant the Bridge Note or shares of Common Stock issuable upon exercise of this Warrant such Warrant, as the case may be, under the Securities Act. . (c) Notwithstanding the provisions of subsections 7(a)(ii)(ASections 3.6(a) and 7(a)(ii)(B(b) abovehereof, no such registration statement or opinion of counsel shall be necessary for a transfer by a Lender that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (Aa) There there is then in effect a registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ib) The Holder such 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 (ii) if reasonably requested by disposition, 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 and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Notes, Warrants or Monthly Warrants in compliance with Rule 144 or Rule 144A; (ii) for any transfer of any Notes, Warrants or Monthly Warrants by an Investor that is a transfer by partnership or a corporation to (A) a partner of such partnership or shareholder of such corporation, (B) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (C) the estate of any such affiliate, partner, member partner or stockholder shareholder; or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (Aa) There is then in effect a registration statement Registration Statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (ib) 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 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 and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. 1933 Act or any applicable state securities laws. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to any entity under common control of such Purchaser, the Holder to an affiliateowners of which consist primarily of the family of the Purchaser's owner, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer transfers by gift, will or intestate succession of to any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouseancestors, if the transferee agrees all transferees agree in writing to be subject to the terms hereof to the same extent as if it they were an original Holder Purchaser 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (Aa) 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 (i) The Holder Such 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 disposition, and (ii) if reasonably requested by the Company, at the Holder expense of such Lender or its transferee, such Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Lender which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders partner to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouseancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder Lender 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 this Warrant and the shares of Series C Preferred Stock or any Common Stock issuable upon exercise of this Warrant the conversion thereof unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3.2(b), provided and to the extent such section is then applicable, the Investors' Rights Agreement, the Stockholders' Agreement and any applicable Ancillary Agreements and: (Ai) There is then in effect a registration statement Registration Statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (iii) 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders partner to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of this Warrant unless and untilInvestors' Rights Agreement, and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Act, controlled by or under common control with, the Holder transferring Investor, for a transfer by an Investor that is a partnership to an affiliatea partner of such partnership or a retired partner of such partnership who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 this Warrant the Securities except in accordance with applicable securities laws and the shares of Common Stock issuable upon exercise of this Warrant unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, 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 such registration statement; or (i) 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 disposition, and (ii) if reasonably requested by the Company, the Holder Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. . (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by by, if Investor is a partnership or limited liability company, to a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a retired member of such limited liability company who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliatepartner, retired partner, member or stockholder retired member or the transfer by gift, will or intestate succession of by any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder such Lender 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 Warrant Section 3 and any other agreement which the shares holders of Common Stock issuable upon exercise of this Warrant unless are required to execute and untildeliver, 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 such registration statement; or (b) (i) The Holder such 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 disposition, and (ii) if reasonably requested by the Company, the Holder such Lender shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Lender that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability company or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof or a retired member of such limited liability company who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliatepartner, retired partner, member or stockholder retired member or the transfer by gift, will or intestate succession of by any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Lender hereunder.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, the Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: , and it shall be a condition to the transfer of all or any portion of the Securities that: (A1) 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 (i2) The (A) 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, (B) the 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 B, 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 (iiD) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant the Securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(A) and 7(a)(ii)(B) above, no such registration statement or opinion of counsel The Securities that are transferred to a transferee shall be necessary for a transfer by the Holder to an affiliate, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunderterms, conditions, restrictions, obligations and other limitations set forth herein and therein.

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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares unless and until: (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 such registration statementstatement and the provisions of Section 7 of this Agreement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any routine transfer of any Purchased Shares in compliance with Rule 144 or Rule 144A (except that an opinion of counsel may be required for other than routine Rule 144 transactions), or (ii) for any transfer of Purchased Shares by an Investor that is a transfer by the Holder partnership, limited liability company ("LLC") or a --- corporation to an affiliate(A) a partner of such partnership, partnermember of such LLC or stockholder of such corporation on a basis proportionate to their ownership interests in such partnership, memberLLC or corporation, stockholder or to (B) the estate of any such affiliate, partner, member or stockholder stockholder, or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided, partner, member or stockholder or its spouse, if that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Agreement to the same extent as if it the transferee were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares unless and until: (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 such registration statementstatement and the provisions of Section 7 of this Agreement; or (i) 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 disposition, and (ii) if reasonably requested by the Company, the Holder Investor shall have furnished the Company Company, at the expense of the Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any routine transfer of any Purchased Shares in compliance with Rule 144 or Rule 144A (except that an opinion of counsel may be required for other than routine Rule 144 transactions), or (ii) for any transfer of Purchased Shares by an Investor that is a transfer by the Holder partnership or a corporation to an affiliate(A) a partner of such partnership or stockholder of such corporation, partner, member, stockholder or to (B) the estate of any such affiliatepartner or stockholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of any affiliate, partner, member by the Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares unless and until: (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 such registration statementstatement and the provisions of Section 7 of this Agreement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any routine transfer of any Purchased Shares in compliance with Rule 144 or Rule 144A (except that an opinion of counsel may be required for other than routine Rule 144 transactions), or (ii) for any transfer of Purchased Shares by an Investor that is a transfer by the Holder partnership or a corporation to an affiliate(A) a partner of such partnership or stockholder of such corporation, partner, member, stockholder or to (B) the estate of any such affiliatepartner or stockholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunder.that

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each New Investor further agrees not to make any disposition of all or any portion of this Warrant and the shares of Series B Preferred Stock or Warrants (or the Common Stock issuable upon the conversion or exercise of this Warrant thereof) unless and until: (Aa) 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 (i) The Holder Such New 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 New Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer transfer: (i) by a New Investor which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner or retired partner, member where no consideration is paid by the partner or stockholder or the transfer by gift, will or intestate succession of any affiliate, retired partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder New Investor hereunder; or (ii) by a New Investor which is a corporation to an affiliate thereof which is directly or indirectly owned by the same corporate parent as such New Investor.

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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (Aa) 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 (i) 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 disposition, and (ii) if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. . (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Purchaser to (i) an affiliate, partner, member, stockholder or underwriter acceptable to the estate Company for immediate exercise by such underwriter in connection with a fully underwritten public offering of any such the Company's Common Stock underlying this Warrant (ii) a partner (or retired partner) or "affiliate" (as defined under the Securities Exchange Act of 1934) of Purchaser, partner, member or stockholder or the transfer (iii) transfers by gift, will or intestate succession of to any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of any such partner, retired partner or affiliate, partner, member or stockholder or its spouse, if the transferee agrees all transferees agree in writing to be subject to the terms hereof to the same extent as if it they were an original Holder a 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Note or Conversion Shares unless and until: (Aa) There there is then in effect a registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Note or Conversion Shares in compliance with SEC Rule 144; (ii) for any transfer of any Note or Conversion Shares by an Investor to any affiliate (as that term is defined in Rule 405 promulgated under the 1933 ▇▇▇) ▇▇ such Investor; or (iii) for any transfer of any Note or Conversion Shares by an Investor that is a transfer by the Holder partnership or a corporation to an affiliate, partner, member, stockholder (A) a partner of such partnership or to a shareholder of such corporation or (B) the estate of any such affiliate, partner, member partner or stockholder shareholder; or (iv) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares unless and until: (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 such registration statementstatement and the provisions of Section 7 of this Agreement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any routine transfer of any Purchased Shares in compliance with Rule 144 or Rule 144A (except that an opinion of counsel may be required for other than routine Rule 144 transactions), or (ii) for any transfer of Purchased Shares by an Investor that is a transfer by the Holder partnership, limited liability corporation ("LLC") or a corporation to an affiliate(A) a partner of such partnership, partnermember of such LLC or shareholder of such corporation on a basis proportionate to their ownership interests in such partnership, memberLLC or corporation, stockholder or to (B) the estate of any such affiliate, partner, member or stockholder shareholder, or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing; provided, partner, member or stockholder or its spouse, if that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Agreement to the same extent as if it the transferee were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares or the Conversion Shares unless and until: (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 such registration statement; or (b) (i) 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 Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares or Conversion Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of Purchased Shares or Conversion Shares by an Investor that is a transfer by partnership or a corporation to (A) a partner of such partnership or shareholder of such corporation, (B) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (C) the estate of any such affiliatepartner or shareholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate interstate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Purchased Shares or the Conversion Shares unless and until: (Aa) There is then in effect a registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (i) 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 disposition, and (ii) if reasonably requested by the Company, the Holder Purchaser shall have furnished the Company Company, at the expense of Purchaser or his transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Purchased Shares or Conversion Shares in compliance with SEC Rule 144 or Rule 144A; or (ii) for any transfer of any Purchased Shares or Conversion Shares by Purchaser to (A) a transfer by the Holder to an affiliatepartner of Purchaser, partner, member, stockholder or to (B) the estate of any such affiliate, partner, member or stockholder or (iii) for the transfer by gift, will gift to any trust for any of the foregoing or intestate succession for the benefit of any affiliatefamily member of Purchaser, partner, or (iv) to any entity controlled by Purchaser or any member or stockholders to its spouse or to of Purchaser; provided that in each of the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if 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 it the transferee were an original Holder Purchaser hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder H▇▇▇▇▇ further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (A) There 10.10.1 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 effective registration statement; or (i) The 10.10.2 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 and, at the Companyexpense of Holder or its transferee, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. . 10.10.3 Notwithstanding the provisions of subsections 7(a)(ii)(Aclauses (a) and 7(a)(ii)(B(b) aboveof this Section 10.10.7, no such registration statement or opinion of counsel shall be necessary required for any transfer: (i) of any Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance; (ii) of any Securities for no consideration by Holder that is a transfer by partnership or a corporation to (A) a partner of such partnership or stockholders of such corporation, (B) an affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any deceased partner of such affiliate, partner, member partnership or stockholder or the transfer deceased stockholders of such corporation; (iii) by gift, will or intestate succession of any affiliate, partner, member by H▇▇▇▇▇ to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliatethe foregoing or (iv) of any Securities by Holder to any person or entity controlling, partnercontrolled by or under common control with H▇▇▇▇▇, member including an investment fund directly or stockholder indirectly managed or its spousecontrolled by the same persons or entities that directly or indirectly manage or control Holder; provided, if that, in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Section 10 to the same extent as if it were the transferee had been an original Holder hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the such Holder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5, provided and to the extent this Section is then applicable, and: (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 such registration statementRegistration Statement; oror (ii) (iA) The Such 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 (iiB) if reasonably requested by the Company, the such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (iii) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliatepartner or his or her spouse, partneror (B) to any entity that is controlled by, member controls or stockholder or its spouseis under common control with the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder hereunder.

Further Limitations on Disposition. Without in any way ---------------------------------- limiting the representations set forth above, the such 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 Warrant Section 5 and the shares of Common Stock issuable upon exercise of Registration Rights Agreement provided and to the extent this Warrant unless Section 5 and untilsuch agreement are then applicable, and: (A1) There is then in effect a registration statement Registration Statement under the Securities Act of 1933, as amended, covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (i) The Such 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 (ii) if reasonably requested by the Company, the such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities 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. (3) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder that is a partnership to an affiliatea partner of such partnership or a retired partner of such partnership who retires after the date hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original 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 this Warrant and the shares of Series A Preferred Stock (or the Holdings Common Stock issuable upon exercise of this Warrant the conversion thereof) unless and untiluntil the transferee has agreed in writing for the benefit of Holdings to be bound by this Section 4, provided and to the extent such section is then applicable, and the Investors' Rights Agreement and: (Aa) 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 (ib) The Holder Such Investor shall have notified the Company Holdings of the proposed disposition and shall have furnished the Company Holdings with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the CompanyHoldings, the Holder such Investor shall have furnished the Company Holdings with an opinion of counsel, reasonably satisfactory to the Company and its counselHoldings, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities ActAct (it being agreed that Holdings will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances). Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for far a transfer by an Investor which is a partnership or limited liability company to a partner or member thereof or a retired partner or member thereof who retires after the Holder to an affiliate, partner, member, stockholder date hereof or to the estate of any such affiliate, partner, partner or member or stockholder retired partner or member or the transfer by gift, will or intestate succession of any affiliate, partner, partner or member or stockholders to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder hereunderInvestor Maunder.

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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and: (Aa) 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 (ib) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for (i) a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder date hereof, (ii) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Investor, (iii) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (iv) an affiliate, partner, member, stockholder or individual transferring to the estate of any such affiliate, partner, Investor’s family member or stockholder or trust for the transfer by gift, will or intestate succession benefit of any affiliate, partner, member or stockholders to its spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouse, if an individual Investor; provided that in each case the transferee agrees will agree in writing to be subject to the terms hereof of this Agreement to the same extent as if it he were an original Holder Investor hereunder.

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder each Lender 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 the representations contained in this Warrant and Section 5, provided that this Section 5.10 shall not apply to the disposition of all or any portion of the shares of Common Stock issuable upon exercise of this Warrant unless and untilif: (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 such registration statement; orRegistration Statement; (b) (i) The Holder such Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of transferor representations as may reasonably be requested by the circumstances surrounding the proposed disposition Company, and (ii) if reasonably requested by the Company, the Holder such Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. . (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Lender which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders partner to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder Lender hereunder.

Further Limitations on Disposition. Without in any way limiting the ---------------------------------- representations set forth above, the Holder Shareholders further agrees agree not to make any disposition of all or any portion of this Warrant and the shares of Common representing the Stock issuable upon exercise of this Warrant Consideration except to Shareholder's affiliates unless and until: (Aa) 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 (ib) The Holder Shareholders shall have 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 disposition, and (ii) if reasonably requested by the CompanyPurchaser, the Holder Shareholders shall have furnished the Company Purchaser with an opinion of counsel, reasonably satisfactory to the Company and its counselPurchaser, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that Purchaser will not require opinions of counsel for transactions made pursuant to Rule 144 by Shareholders except in unusual circumstances. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder Shareholders (i) to an affiliateaffiliate of Shareholders, partner, member, stockholder or to the estate of any such affiliate, partner, member or stockholder or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders to its Shareholder's spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member or stockholder or its spouseancestors, if the transferee agrees in writing to be subject to the terms hereof of this Section 7 to the same extent as if it he or she were an original Holder hereunderShareholders, or (ii) at any time after the provisions of subparagraph (k) of Rule 144 are applicable to Shareholders.

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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (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 such effective registration statement; or (ib) 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 and, at the Companyexpense of such Investor or its transferee, the Holder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory in form and substance to the Company and its counsel, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such Securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aclauses (a) and 7(a)(ii)(B(b) aboveof this Section 4.8, no such registration statement or opinion of counsel shall be necessary required for any transfer: (i) of any Securities in compliance with Rule 144 or Rule 144A promulgated under the Securities Act when the Company is promptly provided evidence of such compliance; (ii) of any Securities for no consideration by an Investor that is a transfer by partnership or a corporation to (A) a partner of such partnership or stockholders of such corporation, (B) an affiliate of such partnership or corporation, (C) a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to (D) the estate of any deceased partner of such affiliate, partner, member partnership or stockholder deceased stockholders of such corporation; or the transfer (iii) by gift, will or intestate succession of by any affiliate, partner, member Investor to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if 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 it were the transferee had been an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities 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: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer (i) by an Investor that is a partnership to a partner or member of such partnership or a retired partner or member of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or (ii) to the estate of any such affiliate, partner, partner or member or stockholder retired partner or member or the transfer by gift, will or intestate succession of any affiliate, partner, partner or member to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, partner or member or stockholder his or its her spouse, if the any transferee pursuant to (i) and (ii) above agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder 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 the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares of Common Stock issuable upon exercise of Investors' Rights Agreement provided and to the extent this Warrant unless Section and untilsuch agreements are then applicable, and: (Aa) 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 (i) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(AParagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for (i) a transfer by an Investor to a parent or majority owned subsidiary of such Investor, or, (ii) if such Investor is a partnership, to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliatepartner or his or her spouse; provided however, partner, member or stockholder or its spouse, if that the transferee under (i) or (ii) above agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor 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 this Warrant and the shares of Series A Preferred Stock (or the Common Stock issuable upon exercise of this Warrant 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 and 7, provided and to the extent such sections are then applicable and Investors' Rights Agreement and: (Aa) 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 (i) 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 and its counselCompany, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (c) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member or stockholders partner to its his spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder or its his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he were an original Holder 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 this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Securities unless and until: (Aa) 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 (b) Such transfer is made pursuant to Rule 144; or (i) 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 disposition, (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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities Act. , and (iii) the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and the Investors' Rights Agreement. (d) Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a), (b) and 7(a)(ii)(B(c) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership or a corporation to a partner of such partnership or shareholder of such corporation or a retired partner of such partnership or retired shareholder of such corporation who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder shareholder or retired partner or retired shareholder or the transfer by gift, will or intestate succession of any affiliate, partner, member partner or stockholders shareholder to its his or her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder shareholder or its his or her spouse, if the transferee agrees in writing to be subject to the terms hereof and of the Investors' Rights Agreement, to the same extent as if it he or she were an original Holder hereunderInvestor hereunder and thereunder.

Further Limitations on Disposition. Without in any way limiting the ---------------------------------- representations set forth above, the Holder such Webshots Shareholder further agrees not to make any disposition of all or any portion of this Warrant and the shares of At Home Common Stock issuable upon exercise of this Warrant issued to him/her in the Merger unless and until: (Aa) There there is then in effect a registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ib) The Holder such Webshots Shareholder shall have notified the Company At Home of the proposed disposition and shall have furnished the Company At Home with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by disposition, and, at the Companyexpense of such Webshots Shareholder or his/her transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselAt Home, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities 1933 Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for a any transfer by the Holder to an affiliate, partner, member, stockholder or to the estate of any such affiliateshares of At Home Common Stock issued in the Merger in compliance with SEC Rule 144 or Rule 144A, partner, member or stockholder or (ii) for the transfer of such shares by gift, will or intestate succession of by any affiliate, partner, member Webshots Shareholder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if the transferee foregoing (each a "Permitted Transferee"); provided that the Permitted -------- Transferee agrees in writing to be subject to the terms hereof of this Section 4 to the same extent as if it the transferee were an original Holder Webshots Shareholder 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 the Warrant in whole or part or all or any portion of this the Warrant and the shares of Common Stock issuable upon exercise of this Warrant 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 such registration statement; or (iA) 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 (iiB) if reasonably requested by the Company, the Holder shall have furnished the Company Company, at the expense of Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company and its counselCompany, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (i) and 7(a)(ii)(B(ii) above, no such registration statement or opinion of counsel shall be necessary required: (1) for a any transfer by of all or any portion of the Holder to an affiliate, partner, member, stockholder Warrant or to the estate of any such affiliate, partner, member Warrant Shares in compliance with SEC Rule 144 or stockholder or (2) for the transfer by gift, will or intestate succession of any affiliate, partner, member by Holder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member the foregoing or stockholder or its spouse, if (3) in connection with a final liquidating distribution to creditors and shareholders of Holder which has been approved by a court with jurisdiction and which is exempt from federal securities laws; PROVIDED that in each of the foregoing cases the transferee agrees in writing to be subject to the terms hereof of this Warrant to the same extent as if it the transferee were an the 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 or the Conversion Shares unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3 and the shares applicable provisions of Common Stock issuable upon exercise of this Warrant unless the Amended and untilRestated Registration Rights Agreement and: (Aa) 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 (ib) 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) 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 and its counsel, that such disposition will not require registration of this Warrant or such shares of Common Stock issuable upon exercise of this Warrant under the Securities 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 unless required by a transfer agent. Notwithstanding the provisions of subsections 7(a)(ii)(A(a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the Holder to an affiliatedate hereof, partner, member, stockholder or to the estate of any such affiliate, partner, member partner or stockholder retired partner or the transfer by gift, will or intestate succession of any affiliate, partner, member partner to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors of such affiliate, partner, member partner or stockholder his or its her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it he or she were an original Holder Investor hereunder. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by CSSMK to any of its Permitted Transferees (as defined under the Stockholders Agreement dated as of December 31, 2003 by and among the Company, SCP Private Equity Partners II, L.P. and CSSMK)."

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder Shareholder further agrees not to make any disposition of all or any portion of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Omneon Shares or the Conversion Shares unless and until: (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 such registration statement; or (ib) The Holder Shareholder shall have notified the Company Omneon of the proposed disposition and shall have furnished the Company Omneon with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by disposition, and, at the Companyexpense of Shareholder or its transferee, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company and its counselOmneon, that such disposition will not require registration of this Warrant or shares of Common Stock issuable upon exercise of this Warrant such securities under the Securities Act. Notwithstanding the provisions of subsections 7(a)(ii)(Aparagraphs (a) and 7(a)(ii)(B(b) above, no such registration statement or opinion of counsel shall be necessary required: (i) for any transfer of any Omneon Shares or Conversion Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Omneon Shares or Conversion Shares by a transfer by the Holder Shareholder that is a partnership or a corporation to an affiliate(A) a partner of such partnership or shareholder of such corporation, partner(B) a controlled affiliate of such partnership or corporation, member(C) a retired partner of such partnership, stockholder or to (D) the estate of any such affiliatepartner or shareholder, partner, member or stockholder or (iii) for the transfer by gift, will or intestate succession of by any affiliate, partner, member Shareholder to his or stockholders to its her spouse or to the siblings, lineal descendants or ancestors or any trust for any of such affiliate, partner, member or stockholder or its spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Holder hereunderforegoing.