Common use of Limitations on Disposition Clause in Contracts

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; (b) there is then in effect a public offering on a securities exchange (including OTC and similar markets) (a “Public Offering”) covering such proposed disposition and such disposition is made in accordance with such Public Offering; or (bc) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counselcounsel (if requested), reasonably satisfactory to the Company, that such disposition will not require registration of such securities Securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Preferred Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof Registrable Securities (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder holder shall have notified the Company of the proposed disposition, the transferee in such disposition has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 5.1 and Section 2.9, and such holder shall have furnished the Company with (i) a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities ActAct or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Securities shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above, no such registration statement or statement, opinion of counsel or “no action” letter shall be requiredrequired by the Company: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A144A (and no notice to the Company shall be required for such transfers, except where an opinion of counsel to the Company is requested or required by Holder or the Company’s transfer agent), (ii) a transfer not involving a change in beneficial ownership, (iii) for any transfer of any Securities by a Holder holder that is a partnership, limited liability company, a corporation or a venture capital or other investment fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an a parent, subsidiary or other affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holderholder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iiiE) a venture capital or other investment fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company or investment advisor with, such holder, (iv) for the transfer by gift, will or intestate succession by any Holder holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoingforegoing or (v) transactions involving the distribution or transfer of Securities by ZBS Holdings, LLC (as successor to ZetaRx) to ZetaRx’s former stockholders, provided, however, such distribution or transfer must comply with all applicable securities laws; provided that in the case of clauses (ii), (iii) and (iiiiv) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost. (c) Each certificate representing Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer established in this Section 5.1. (d) The first legend referring to federal and state securities laws identified in Section 5.1(c) stamped on a certificate evidencing the Securities and the stock transfer instructions and record notations with respect to the Securities shall be removed and the Company shall issue a certificate without such legend to the holder of Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of those securities may be made without registration or qualification. (e) Each Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial interest therein, to any person (other than the Company or an affiliate of the Company) that, to such Investor’s knowledge, is or has a beneficial owner that is (or, in either case, as a result of such proposed transfer will become) a beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither: (i) the proposed transferee, (ii) any of its directors, officers (as defined under Rule 16a-1 promulgated under the Exchange Act), other officers that may serve as a director or officer of the Company, general partners or managing members, nor (iii) any beneficial owner of such transferee that is (or as a result of such proposed transfer will become) a 20% beneficial owner of the voting securities of the Company (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) Holder hereby agrees not to make any disposition of all or any portion of any and Registrable Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(aparagraphs (a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Registrable Securities in compliance with SEC Rule 144 or Rule 144A, or ; (ii) for any transfer of any Registrable Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or ; (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that foregoing or (iv) in the case of clauses any of Tiger Global Private Investment Partners X, L.P., LFX Capital, L.L.C., ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (ii) collectively, the “Tiger Investors”), to any of the other Tiger Investors; provided, that in each of the foregoing cases, the transfer was without additional consideration or at no greater than cost and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costhereunder.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holderholder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of (a) Without in any way limiting the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or representations set forth in exchange therefor or in replacement thereof (collectivelySections 3.1 - 3.13 above, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) Purchaser hereby further agrees not to make any sale, transfer or other disposition of all or any portion of any the Securities unless and until: (ai) there There is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed sale, transfer or other disposition and such sale, transfer or other disposition is made in accordance with such registration statement; or; (bA) such Holder The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, andand (B) if requested by the Company, at such Purchaser shall have furnished the expense of such Holder or its transferee, Company with an opinion of counsel, reasonably satisfactory to the Company, that such sale, transfer or other disposition will not require registration of such securities Securities under the Securities Act. , provided, however, that the Company will not require such an opinion of counsel for transactions made pursuant to Rule 144, as currently in existence, except in unusual circumstances; (iii) The submission to the Company of such other evidence, as may be satisfactory to the Company, that such proposed sale, transfer or other disposition will not be in violation of the Securities Act and any applicable state securities laws or regulations; or (iv) The Company has determined that any transfer, sale or other disposition of the Securities will not cause the Company to have any obligation pursuant to the provisions of the Securities Exchange Act of 1934, as amended. (b) Notwithstanding the provisions of Sections 2.1(asubsection (a) and (b) immediately above, no such registration statement or opinion of counsel shall be required: required for a transfer to (i) for any transfer affiliate of any Securities in compliance with SEC such Purchaser as defined under Rule 144 or Rule 144A, or of the Securities Act; (ii) for any transfer of any Securities by a Holder that is a partnershipPurchaser’s partners, limited liability companystockholders, a corporation members or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or other equity holders; (iii) any immediate family member of a Purchaser; (iv) Purchaser’s executors or legal representatives; or (v) trustees of an inter-vivos trust or testamentary trust for the transfer by giftbenefit of members of a Purchaser’s immediate family, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of the foregoing clauses (iii) and through (iii) v), the transferee makes in writing the representations and warranties in favor of the Company contained in, and agrees in writing to be subject the terms of, Section 3.14 hereof as if such transferee were the original Purchaser hereunder, all in form and substance reasonably satisfactory to the terms Company. (c) The Purchaser understands and agrees that any sale, transfer or other disposition of all or any portion of the Securities in violation of the provisions of this Agreement Section 3.13 shall be null and void and prohibited, and that the Company shall not be required to recognize the same extent as if the transferee were an original Investor hereunder on its books and in the case of clause (iii) the records any such purported sale, transfer was without additional consideration or at no greater than costother disposition.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of Note, the Shares and or any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a3.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series CF Common Class B Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectivelycol- lectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities Securi- ties by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporationcor- poration, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated af- filiated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) Holder hereby agrees not to make any disposition of all or any portion of any Shares or Registrable Securities (collectively, the “Securities”) unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a2.12(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a any general or limited partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired general or limited partner of such partnership or a retired member of such limited liability company, (D) the estate of any such general or limited partner, member or stockholderstockholder (collectively, and subject to the additional requirements set forth below in this paragraph, “Permitted Affiliate Transfers”), or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series D Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor Purchaser hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby Holder agrees not to make any disposition of all or any portion of any the Registrable Securities unless and until: until (ai) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or statement or (bii) 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, andand if reasonably requested by the Company, at the expense of such Holder or its transferee, shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require be exempt from registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) and (b) aboveforegoing, no such registration statement or opinion of counsel shall be required: necessary for a transfer by such Holder: (ia) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144Ato a fund, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation other entity that is affiliated with such transferring Holder; (including, without limitation, any affiliated investment fund b) to a partner or member (or retired partner or member) of such transferring Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) to the estate of any such partnerpartner or member (or retired partner or member); (c) to such transferring Holder’s spouse, member siblings, lineal descendants or stockholder, or (iii) for the transfer ancestors by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors succession; or (d) in compliance with Rule 144(k) (or any trust for any successor provision) of the foregoingSecurities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided that provided, however, that, in the case of clauses (iia), (b) and or (iii) c), the transferee agrees in writing to be subject to and bound by the terms of obligations under this Agreement Agreement. Each Holder consents to the same extent as if Company’s making a notation on its records and giving instructions to any transfer agent for its capital stock to implement the transferee were an original Investor hereunder and restrictions on transfer established in the case of clause (iii) the transfer was without additional consideration or at no greater than costthis Agreement.

Limitations on Disposition. Each Subject to Section 5, each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a3.1(a) and (b3.1(b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series Seed Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person owning of record shares of Common Stock of Without in any way limiting the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectivelyrepresentations set forth above, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby Investor further agrees not to make any disposition of all or any portion of any Securities the Purchased Shares unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statementstatement and the provisions of Section 7 of this Agreement; or (b) (i) such Holder Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, andand (ii) such Investor shall have furnished the Company, at the expense of such Holder Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(aparagraphs (a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities Purchased Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities Purchased Shares by a Holder an Investor that is a partnership, limited liability company, partnership or a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company partnership or stockholder of such corporation, or (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member partner or stockholder, or (iii) by an Investor to one or more of the Investor’s affiliates, or (iv) for the transfer by gift, will or intestate succession by any Holder Investor to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided provided, that in each of the case of clauses (ii) and (iii) foregoing cases the transferee agrees in writing to be subject to the terms of this Agreement Section 4 (other than Section 4.5) to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costhereunder.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series A Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person Person owning of record shares of Class B Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement replace- ment thereof (collectively, the “Securities”) or any assignee of record of Securities (each such personPerson, a “HolderStockholder”) hereby agrees will not to make any disposition of all or any portion of any Securities unless and untilunless: (a) 1.1.1 there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed pro- posed disposition and such disposition is made in accordance with such registration statement; or (b) 1.1.2 such Holder shall have Stockholder has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder Stock- holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) Section 1.1.1 and (b) aboveSection 1.1.2, no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder Stockholder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such HolderStockholder), (C) a retired partner of such partnership or a retired member of such limited liability company, or (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consid- eration or at no greater than cost by gift, will will, or intestate succession by any Holder Stockholder to his or her the Stockholder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms and conditions of this Agreement Rider to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costunder this Rider.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby Holder agrees not to make any disposition of all or any portion of any the Registrable Securities unless and until: : (a) there is then in effect a registration statement under the Securities 1933 Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (b) (i) such Holder shall have has notified the Company of the proposed disposition and shall will have furnished the Company with a statement of the circumstances surrounding the proposed disposition, andand (ii) the Holder will, have furnished the Company, at the expense of such Holder or its such Holder’s transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities 1933 Act. Notwithstanding the provisions of Sections 2.1(a3.1(a) and (b) abovehereof, no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Registrable Securities in compliance with SEC Rule 144 or Rule 144A, or ; (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder the Investor to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that or (iii) for the transfer to an affiliate, partnership, partner, retired partner, member, retired member, the estate of any partner or member or his or her spouse or lineal descendants or any trust for the benefit of the foregoing of any Holder; (iv) in the case of clauses Z▇▇▇▇▇▇ Capital Group (ii) “ZCG”), for the transfer to any principal, employee or investment advisory client of ZCG and (iiiv) in the case of an MDS Entity (as defined below), for the transfer to any transferee which is an MDS Entity; provided that in each of the foregoing cases the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder Holder hereunder, and in provided that Holder hereby covenants not to effect such transfer if such transfer either would invalidate either the case securities laws exemptions pursuant to which the Registrable Securities were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. “MDS Entity” means any corporation, trust, partnership, limited liability corporation or partnership or other form of clause business entity or legal person which is an investment fund to which MDS Capital Corp. or any of its affiliates provides investment management and/or advisory services (iiiand also means MDS Capital Corp. and its affiliates) the transfer was without additional consideration or at no greater than costand “MDS Entities” means all of them.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series Seed Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a9.1 (a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series Seed Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have ▇▇▇▇▇▇ has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series Seed Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor Purchaser hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “"Securities”") or any assignee of record of Securities (each such person, a “"Holder”") hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “"Securities Act”"), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement or Regulation A offering statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement or offering statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby Investor agrees not to make any disposition of all or any portion of any such Investor’s Registrable Securities unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Agreement, and: (a) there There is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (bi) such 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, andand (ii) if reasonably requested by the Company, at the expense of such Holder or its transferee, Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration of such securities shares 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 provisions of Sections 2.1(aparagraphs (a) and (b) above, no such registration statement or opinion of counsel shall be required: necessary for a transfer (i) for any transfer by an Investor to an Affiliate of any Securities in compliance with SEC Rule 144 or Rule 144A, such Investor or (ii) for any transfer of any Securities by a Holder the Investor that is a partnership, corporation or limited liability company, a corporation or a venture capital fund company to (A) a partner of such partnership, or a stockholder of such corporation or a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership who retires after the date hereof or a retired stockholder of such corporation who retires after the date hereof or a retired member of such limited liability companycompany who retires after the date hereof, (D) or to the estate of any such partner, retired partner, member or stockholder, retired member or (iii) for the transfer by gift, will or intestate succession by any Holder partner or member to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or any trust for any of the foregoing; member or his or her spouse, provided that that, in the case of clauses (ii) and (iii) each case, the transferee agrees in writing to be subject to the terms of this Agreement hereof to the same extent as if the transferee he or she were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costhereunder.

Limitations on Disposition. Each person owning record owner of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued Securities (as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectivelydefined below), the “Securities”) or any assignee of record of Securities (each such person, a “Securities Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Securities Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Securities Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a3.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Securities Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Securities Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Securities Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost. For purposes of this Section 3, the term “Securities” means shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof.

Limitations on Disposition. Each person owning (a) The Holder of record shares this Warrant, by acceptance hereof, agrees to comply in all respects with the provisions of Common Stock of this Section 8. 1. Without in any way limiting the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectivelyrepresentations set forth above, the “Securities”) or any assignee Holder of record of Securities (each such person, a “Holder”) hereby this Warrant agrees not to make any disposition of all this Warrant or any portion of any Securities Shares, unless and untiluntil the transferee has agreed in writing for the benefit of the Company to be bound by this Section 8.1 and the other provisions of this Warrant as if such transferee were the original Holder hereof, provided and to the extent such provisions are then applicable, and: (ai) there There is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (bA) such 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, andand the Company has given its prior written consent, at and (B) if requested by the expense of such Company, the Holder or its transferee, shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities the Warrant and/or the 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. (b) Notwithstanding the provisions of Sections 2.1(a) and paragraph (ba) above, (i) no such registration statement statement, prior consent or opinion of counsel shall be required: necessary for a transfer (iA) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that which is a partnership, limited liability company, partnership to a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member partner of such limited liability companypartnership who retires after the date hereof, (D) or to the estate of any such partner, member partner or stockholder, retired partner or (iii) for to the transfer by gift, will or intestate succession by of any Holder partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or any trust for any his spouse, or (B) by a Holder which is a corporation to an "affiliate" of the foregoing; provided Holder as that term is defined in Rule 405 promulgated by the case of clauses (ii) Securities and (iii) Exchange Commission under the Act, if the transferee agrees in writing to be subject to the terms of this Agreement hereof to the same extent as if the transferee it were an original Investor hereunder Holder hereunder, and (ii) no transferee shall be required, as a condition to any transfer of the Warrant or the Shares by the Holder, to agree to be bound by this Section 8.1, if the transferee is acquiring the Warrant and/or Shares pursuant to a Registration Statement under the Act or in a transaction made pursuant to Rule 144. Each new certificate evidencing the Warrant and/or Shares so transferred shall bear the appropriate restrictive legends, except that such certificate shall not bear such restrictive legend if, in the case opinion of clause (iii) counsel for the transfer was without additional consideration Company, such legend is not required in order to establish or at no greater than costassist in compliance with any provisions of the Act or any applicable state securities laws.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) Stockholder or any assignee of record of Securities (each any equity securities of the Company originally held by such person, a “Holder”) Stockholder hereby agrees not to make any disposition of all or any portion of any Securities equity securities of the Company (“Securities”) unless and until, and subject to compliance with Section 1.2 and Section 2.2: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder Stockholder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, if requested by the Company, at the expense of such Holder Stockholder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) with respect to a Key Holder, for any Exempt Transfer, (ii) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (iiiii) for any transfer of any Securities by a Holder Stockholder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate Affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such HolderStockholder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iiiiv) for the transfer by gift, will or intestate succession by any Holder Stockholder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (iiiii) and (iiiiv) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iiiiv) the transfer was without additional consideration or at no greater than costconsideration. The transfers of the type set forth in clauses (iii) and (iv) above shall be “Permitted Transfers”. For the avoidance of doubt, Section 36(b) and any related provisions in the Company’s bylaws, shall not apply to Permitted Transfers.

Limitations on Disposition. Each person owning of record shares of Common Stock of 4.2.1 Without in any way limiting the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or representations set forth in exchange therefor or in replacement thereof (collectivelySection 4.1 hereof, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) Purchaser hereby further agrees not to make any sale, transfer or other disposition of all or any portion of any the Securities unless and until: (ai) there There is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed sale, transfer or other disposition and such sale, transfer or other disposition is made in accordance with such registration statement; or; (bA) such Holder The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, andand (B) if requested by the Company, at such Purchaser shall have furnished the expense of such Holder or its transferee, Company with an opinion of counsel, reasonably satisfactory to the Company, that such sale, transfer or other disposition will not require registration of such securities shares under the Securities Act. , provided, however, that the Company will not require such an opinion of counsel for transactions made pursuant to Rule 144, as currently in existence, except in unusual circumstances; or Convertible Promissory Note Purchase Agreement (iii) The submission to the Company of such other evidence, as may be satisfactory to the Company, that such proposed sale, transfer or other disposition will not be in violation of the Securities Act and any applicable state securities laws or regulations. 4.2.2 Notwithstanding the provisions of Sections 2.1(a) and (b) Section 4.2.1 immediately above, no such registration statement or opinion of counsel shall be required: required for a transfer to (i) for any transfer affiliate of any Securities in compliance with SEC such Purchaser as defined under Rule 144 or Rule 144A, or of the Securities Act; (ii) for any transfer of any Securities by a Holder that is a partnershipPurchaser’s partners, limited liability companystockholders, a corporation members or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or other equity holders; (iii) any immediate family member of a Purchaser; (iv) Purchaser’s executors or legal representatives; or (v) trustees of an intervivos trust or testamentary trust for the transfer by giftbenefit of members of a Purchaser’s immediate family, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of the foregoing clauses (iii) and through (iii) v), the transferee makes in writing the representations and warranties in favor of the Company contained in, and agrees in writing to be subject the terms of, ARTICLE IV hereof as if such transferee were the original Purchaser hereunder, all in form and substance reasonably satisfactory to the terms Company. 4.2.3 The Purchaser understands and agrees that any sale, transfer or other disposition of all or any portion of the Securities in violation of the provisions of this Agreement Section 4.2 shall be null and void and prohibited, and that the Company shall not be required to recognize the same on its books and records any such purported sale, transfer or other disposition. 4.2.4 It is understood that the certificates evidencing the Securities may bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES ACTS; OR (ii) UPON THE ISSUANCE TO THE COMPANY OF AN OPINION OF COUNSEL, OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE, AS MAY BE SATISFACTORY TO THE COMPANY, THAT SUCH PROPOSED SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES ACTS. 4.2.5 The Securities may also bear any other legend required by the securities laws of states or other jurisdictions to the same extent as if such laws are applicable to the transferee were an original Investor hereunder and in securities represented by the case of clause (iii) the transfer was without additional consideration or at no greater than cost.instrument so legended. Convertible Promissory Note Purchase Agreement

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series CF Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities Securi- ties by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporationcor- poration, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated af- filiated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person owning holder of a SAFE or KISS convertible into shares of Series A Preferred Stock who is subsequently an owner of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series A Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person Person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Squiddite Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such personPerson, a “Holder”) hereby agrees will not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(aSection 8.1(a) and (b) aboveSection 8.1(b), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, or (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms and conditions of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a In no event will Purchaser dispose of any of its Shares (other than pursuant to an effective registration statement under the Securities Act of 1933, as amended or pursuant to Rule 144 promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities ActAct (“Rule 144”) or any similar or analogous rule), covering such proposed disposition unless and such disposition is made in accordance with such registration statement; or until (bi) such Holder Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, andand (ii) if reasonably requested by the Company, at Purchaser shall have furnished the expense of such Holder or its transferee, Company with an opinion of counsel, reasonably counsel satisfactory in form and substance to the Company, Company to the effect that such disposition will not require registration of such securities under the Securities Act. . (b) Notwithstanding the provisions of Sections 2.1(a) and subsection (ba) above, no such registration statement or opinion of counsel shall be required: necessary for a transfer by a Purchaser that is (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability companypartnership to an affiliate, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member partner of such limited liability companypartnership who retires after the date hereof, (D) or to the estate of any such partner, member partner or stockholder, retired partner or (iii) for the transfer by gift, will or intestate succession by of any Holder partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or any trust for any of the foregoinghis or her spouse; provided that in the case of clauses (ii) and a corporation, to its stockholders in accordance with their interest in the corporation; (iii) a limited liability company, to its members or former members in accordance with their interest in the limited liability company; or (iv) to the Purchaser’s family member or trust for the benefit of the individual Purchaser, if the transferee agrees in writing to be subject to the terms of this Agreement hereof to the same extent as if the transferee he or she were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser hereunder.

Limitations on Disposition. Each person owning Purchaser who is subsequently an owner of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series B Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series Seed Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have ▇▇▇▇▇▇ has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.,

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) Holder”)Holder hereby agrees not to make any disposition of all or any portion of any Securities Shares or Registrable Securities (collectively the “Securities”) unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a2.12.12(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock or any other class of capital stock or other securities of the Company issued now owned or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof hereafter acquired (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “HolderStockholder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder Stockholder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder Stockholder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a1.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder Stockholder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such HolderStockholder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder Stockholder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor Stockholder hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costconsideration.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder shareholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholdershareholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and Purchaser under this Agreement. Any disposition of Shares in the case violation of clause (iii) the transfer was without additional consideration or at no greater than costthis Agreement shall be void.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) Holder hereby agrees not to make any disposition of all or any portion of any and Registrable Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(aparagraphs (a) and (b) above, no such notice, registration statement or opinion of counsel shall be required: (i) for any transfer of any Registrable Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Registrable Securities by a Holder that is a partnership, limited liability company, company or a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate Affiliate of such partnership, limited liability company or corporation (including, including without limitation, limitation any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in each of the case of clauses (ii) and foregoing cases in this clause (iii) the transfer was without additional consideration and the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costhereunder.

Limitations on Disposition. Each person owning of record shares of Common Stock the common stock of the Company Company, no par value per share (the “Common Stock”) issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder shareholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholdershareholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust estate planning entity for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares Sharesshares of Series Seed Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a2.15.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC SECthe Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor InvestorPurchaser hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

Limitations on Disposition. Each person owning Purchaser who is subsequently an owner of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares shares of Series C Preferred Stock and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees shall not to make any disposition of all or any portion of any Securities unless and untilunless: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder shall have has notified the Company of the proposed disposition and shall have has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 2.1(a5.1(a) and (b) above), no such registration statement or opinion of counsel shall will be required: (i) for any transfer of any Securities in compliance with SEC the Securities and Exchange Commission’s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will will, or intestate succession by any Holder to his or her the Holder’s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that that, in the case of clauses (ii) and (iii) ), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than costPurchaser under this Agreement.